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Antitrust Clearance Obtained For Bayer's Acquisition Of Conceptus

LEVERKUSEN, Germany and WAYNE, N.J., May 29, 2013 /PRNewswire/ -- Antitrust clearance from the US Federal Trade Commission (FTC) was obtained with respect to Bayer's acquisition of Conceptus, Inc., Mountain View, California (NASDAQ:CPTS). The FTC raised no objection to the transaction within the relevant waiting period under US antitrust law, which expired yesterday. The antitrust clearance marks an important step toward Bayer's intended acquisition of Conceptus. The transaction remains conditioned upon a minimum tender of at least a majority of the outstanding shares of Conceptus.

On May 7, 2013, Evelyn Acquisition Company, a subsidiary established by Bayer HealthCare LLC, Tarrytown, N.Y., for the purpose of the acquisition, commenced a cash tender offer for all the shares of Conceptus, Inc. at a price of US$31 per share. The total value of the transaction amounts to approximately US$1.1 billion (equivalent to EUR 852 million). The board of directors of Conceptus has unanimously recommended that its stockholders accept the offer, which expires at 12:00 midnight, New York City time on June 5, 2013 (one minute after 11:59 p.m., New York City time, on June 4, 2013), unless the tender offer is extended or earlier terminated by Bayer in accordance with the Merger Agreement (defined below).

The tender offer is being made pursuant to an Agreement and Plan of Merger, dated as of April 28, 2013 (the "Merger Agreement"), which Bayer announced on April 29, 2013. Conceptus has developed Essure®, the only non-surgical permanent birth control method, which it markets in the U.S. and other countries. Following the acquisition, Bayer will be able to offer a complete range of short-term, long-term and permanent contraceptive choices for women.

The public tender offer is posted on the website of the U.S. Securities and Exchange Commission (SEC) at www.sec.gov.

Bayer: Science For A Better LifeBayer is a global enterprise with core competencies in the fields of health care, agriculture and high-tech materials. As an innovation company, it sets trends in research-intensive areas. Bayer's products and services are designed to benefit people and improve the quality of life. At the same time, the Group aims to create value through innovation, growth and high earning power. Bayer is committed to the principles of sustainable development and acts as a socially and ethically responsible corporate citizen. In fiscal 2012, Bayer employed some 110,500 people and had sales of EUR 39.8 billion. Capital expenditures amounted to EUR 2.0 billion, R&D expenses to EUR 3.0 billion. For more information go to www.bayer.com

ha             (2013-0309-E)

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