September 29, 2017

Bayer cedes control of Covestro

A further 6.9 percent of Covestro shares sold for EUR 1 billion / Control termination agreement reached, effective September 30, 2017
Leverkusen, September 29, 2017 - Bayer has definitively ceded control of
Covestro AG. Through the sale of a further 6.9 percent of Covestro shares for
EUR 1 billion, the direct interest held by Bayer AG has now been reduced to
24.6 percent. In addition, Bayer Pension Trust continues to hold 8.9 percent.
"Through the move, we have taken a major step toward our goal of achieving full
separation from Covestro in the medium term," said Werner Baumann, Chairman of
the Board of Management.

The buyers have agreed to be bound by a lock-up arrangement pursuant to which
they will not sell the shares they have just purchased until at least December
11, 2017. Due to agreements being in place, Bayer will retain the economic
exposure to the price of these shares until at least the same date.

In addition, Bayer and Covestro have signed a control termination agreement, as
part of which Bayer has undertaken to not exercise certain voting rights at the
Covestro Annual Stockholders' Meeting. This ensures that Covestro will no
longer need to be fully consolidated in Bayer's consolidated financial

Covestro will be reported as a discontinued operation in Bayer's financial
reporting for the third quarter of 2017. For continuing operations, Bayer's key
data, such as sales, EBITDA before special items, EBIT and core earnings per
share, will be adjusted retrospectively to exclude Covestro's contributions. In
addition, all assets and liabilities allocated to Covestro will not feature in
Bayer's statement of financial position as of September 30. The remaining
Covestro interest will be carried at the current market value, and, from
October 1, 2017, will be accounted for using the equity method.

Bayer will revise its Group outlook for fiscal 2017 to reflect these changes
and will publish it on October 26, 2017, as part of its third quarter

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Forward-looking statements

This news release may contain forward-looking statements based on current
assumptions and forecasts made by Bayer management. Various known and unknown
risks, uncertainties and other factors could lead to material differences
between the actual future results, financial situation, development or
performance of the company and the estimates given here. These factors include
those discussed in Bayer's public reports, which are available on the Bayer
website at The company assumes no liability whatsoever to update
these forward-looking statements or to conform them to future events or

Additional Information
This press release constitutes neither an offer to sell nor a solicitation to
buy any securities of Bayer, Covestro or their respective subsidiaries. The
Covestro shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") and may not be
offered or sold in the United States of America absent registration or an
applicable exemption from the registration requirements under the Securities