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, 2017Leverkusen, 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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