June 25, 2014
Not intended for U.S. Media - To finance the acquisition of the consumer care business of Merck & Co., Inc.

Bayer issues hybrid capital of EUR 3.25 billion

Largest corporate euro hybrid bond transaction worldwide

Leverkusen, June 25, 2014 - On Wednesday Bayer issued two hybrid bonds with a total volume of EUR 3.25 billion. This issuance is the first step in the refinancing of the USD 14.2 billion bridge loan arranged to finance Bayer's acquisition of the consumer care business of Merck & Co., Inc., Whitehouse Station, New Jersey, United States.

The bonds are structured to receive equity credit of 50 percent from the relevant rating agencies so that Bayer's single A rating remains intact. Investor demand for the bonds was exceptionally strong, and the orderbook was more than 3 times oversubscribed.

The first tranche of EUR 1.75 billion has a maturity of 61 years and a coupon of 3.0 percent. Bayer has an early redemption option for the first time in 2020. The second tranche of Euro 1.5 billion has a maturity of 60 years and a coupon of 3.75 percent. On this tranche, Bayer has an early redemption option for the first time in 2024. From 2020 and 2024 respectively the coupons will be reset at regular intervals. The bonds are subordinated to all other financial liabilities of Bayer and rank pari-passu to Bayer's existing hybrid of EUR 1.3 billion issued in 2005.

"This hybrid transaction represents an important step in the financing of the acquisition of Merck & Co., Inc.'s consumer care business - and is proof of our commitment to a conservative financial policy," said the CFO of Bayer AG, Werner Baumann. "Our continuously strong backing in the capital markets is the optimal basis for further financing measures."

Barclays, BNP Paribas, Citigroup and HSBC were mandated as active bookrunners on the transaction.

Bayer: Science For A Better Life

Bayer is a global enterprise with core competencies in the fields of health care, agriculture and high-tech polymer materials. As an innovation company, it sets trends in research-intensive areas. Bayer's products and services are designed to benefit people and improve their 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 to its social and ethical responsibilities as a corporate citizen. In fiscal 2013, the Group employed 113,200 people and had sales of EUR 40.2 billion. Capital expenditures amounted to EUR 2.2 billion, R&D expenses to EUR 3.2 billion. For more information, go to www.bayer.com.


Disclaimer

Not for distribution, directly or indirectly, in or into the United States or to any U.S. person. These materials are not an offer for sale of any securities in the United States or to, or for the account or benefit of a, U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.

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Forward-looking statements<br/>based on current assumptions and forecasts made by Bayer Group or subgroup 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 www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

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