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DGAP-Adhoc: Bayer Aktiengesellschaft: Bayer resolves capital increase with subscription rights against cash contributions in the amount of 6.0 billion euros to finance the acquisition of Monsanto

3 Jun 2018 4:43 pm
 
 DGAP-Ad-hoc: Bayer Aktiengesellschaft / Key word(s): Capital Increase 
Bayer Aktiengesellschaft: Bayer resolves capital increase with subscription 
rights against cash contributions in the amount of 6.0 billion euros to 
finance the acquisition of Monsanto 
 
03-Jun-2018 / 18:44 CET/CEST 
Disclosure of an inside information acc. to Article 17 MAR of the Regulation 
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG. 
The issuer is solely responsible for the content of this announcement. 
 
*NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, 
AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN* 
 
*Leverkusen, June 3, 2018 - * 
 
Today, with the consent of the Supervisory Board, the Board of Management of 
Bayer AG has resolved to execute a capital increase out of authorized 
capital against cash contributions and with subscription rights for existing 
Bayer stockholders. To this end, Bayer is to issue 74,604,156 new registered 
(no-par value) shares with an entitlement to dividends as of January 1, 
2018. 
 
The new shares are to be offered to Bayer stockholders at a price of 81.00 
euros per new share by way of indirect subscription rights. Stockholders can 
acquire 2 new shares for every 23 Bayer shares they hold. As a result, Bayer 
expects to generate gross proceeds of 6.0 billion euros from the capital 
increase. The company intends to use the net proceeds from this transaction 
to repay amounts drawn under the syndicated loan facilities agreement for 
the acquisition of Monsanto. 
 
The capital increase is a part of the equity component, announced in 
September 2016, to finance the acquisition of Monsanto. 
 
Subject to the approval of the prospectus by Germany's Financial Supervisory 
Authority (BaFin) and to the publication of the approved prospectus, the 
subscription period for the capital increase with subscription rights is 
expected to start on June 6, 2018, and is scheduled to end on June 19, 2018 
(both dates inclusive). At the end of the subscription period, any 
unsubscribed shares are to be offered for sale to eligible institutional 
investors in a private placement for a price at least equal to the 
subscription price. 
 
Subject to the approval and publication of the prospectus, the subscription 
rights (ISIN DE000BAY1BR7 / WKN BAY 1BR) for the new shares will be traded 
on the regulated market (Xetra and Xetra Frankfurt Specialist) of the 
Frankfurt Stock Exchange in the period from June 6, 2018, up to and 
including June 15, 2018 (around 12:00 midday CEST). 
 
The offering will be made on the basis of an underwriting agreement between 
Bayer and a consortium of 20 banks that was signed on Sunday and provides 
for a firm commitment to acquire all new shares at the subscription price. 
 
It is anticipated that the execution of the capital increase will be entered 
into the Commercial Register of the Local Court of Cologne by June 20, 2018, 
and that trading and the inclusion of the new shares in the existing 
quotation on the German stock exchanges will take place on or around June 
22, 2018. 
 
Contacts at Bayer AG, Investor Relations: 
 
Oliver Maier (+49 214 3081013) 
Dr. Jürgen Beunink (+49 214 3065742) 
Peter Dahlhoff (+49 214 3033022) 
Oliver Luckenbach (+49 214 3020836) 
Judith Nestmann (+49 214 3066836) 
Constance Spitzer (+49 214 3033021) 
 
*Cautionary Statements Regarding Forward-Looking Information * 
Certain statements contained in this communication may constitute 
"forward-looking statements". Actual results could differ materially from 
those projected or forecast in the forward-looking statements. The factors 
that could cause actual results to differ materially include the following: 
the risk that the parties may be unable to achieve expected synergies and 
operating efficiencies in the merger within the expected time-frames (or at 
all) and to successfully integrate Monsanto Company's ("Monsanto") 
operations into those of Bayer Aktiengesellschaft ("Bayer"); such 
integration may be more difficult time-consuming or costly than expected; 
revenues following the transaction may be lower than expected; operating 
costs, customer loss and business disruption (including difficulties in 
maintaining relationships with employees, customers, clients or suppliers) 
may be greater or more significant than expected following the transaction; 
the retention of certain key employees at Monsanto; the parties' ability to 
meet expectations regarding the accounting and tax treatments of the merger; 
the impact of refinancing of the loans taken out for the transaction; the 
impact of indebtedness incurred by Bayer in connection with the transaction 
and the potential impact on the rating of indebtedness of Bayer; the effects 
of the business combination of Bayer and Monsanto, including the combined 
company's future financial condition, operating results, strategy and plans; 
other factors detailed in Monsanto's Annual Report on Form 10-K filed with 
the U.S. Securities and Exchange Commission (the "SEC") for the fiscal year 
ended August 31, 2017 and Monsanto's other filings with the SEC, which are 
available at http://www.sec.gov and on Monsanto's website at 
www.monsanto.com, in Bayer's public reports which are available on the Bayer 
website at www.bayer.com as well as in the securities prospectus by Bayer, 
which is to be published. Bayer assumes no obligation to update the 
information in this communication, except as otherwise required by law. 
Readers are cautioned not to place undue reliance on these forward-looking 
statements that speak only as of the date hereof. 
 
*Stabilization/Commission Delegated Regulation (EU) 2016/1052* 
In connection with the placement of shares of Bayer, Credit Suisse 
Securities (Europe) Limited, acting for the account of the underwriters, 
will act as the stabilization manager and may, as stabilization manager, 
make over-allotments and take stabilization measures in accordance with 
legal requirements (Art. 5 para. 4 and para. 5 of the Market Abuse 
Regulation (EU) No. 596/2014 in conjunction with Articles 5 through 8 of the 
Commission Delegated Regulation (EU) 2016/1052) to support the market price 
of Bayer's shares and thereby counteract any selling pressure. The 
stabilization manager is under no obligation to take any stabilization 
measures. Therefore, stabilization may not necessarily occur and may cease 
at any time. Such measures may be taken on the Frankfurt Stock Exchange 
(Frankfurter Wertpapierbörse) from the date of the publication of the 
subscription offer and must be terminated no later than 30 calendar days 
following expiration of the subscription period, expected to be July 19, 
2018 (the "Stabilization Period"). Stabilization transactions aim at 
supporting the market price of Bayer's shares during the Stabilization 
Period. These measures may result in the market price of Bayer's shares 
being higher than would otherwise have been the case. Moreover, the market 
price may temporarily be at an unsustainable level. 
 
Contact: 
Mr. Peter Dahlhoff, Bayer AG, Investor Relations, Phone: +49-214-30-33022, 
e-mail: peter.dahlhoff@bayer.com, Fax: 0214-30-96-33022 
Information and Explanation of the Issuer to this News: 
 
*Additional Information* 
This release does not constitute an offer of securities for sale or a 
solicitation of an offer to purchase securities. Neither this announcement 
nor anything contained herein shall form the basis of, or be relied upon in 
connection with, any offer or commitment whatsoever in any jurisdiction. The 
offer will be made solely by means of, and on the basis of, a securities 
prospectus which is to be published. An investment decision regarding the 
publicly offered securities of Bayer should only be made on the basis of the 
securities prospectus. The securities prospectus will be published promptly 
upon approval by the German Federal Financial Supervisory Authority 
(Bundesanstalt für Finanzdienstleistungsaufsicht) and will be available free 
of charge from Bayer, Kaiser-Wilhelm-Allee 1, 51373 Leverkusen, Germany, or 
on Bayer's website (www.bayer.com). 
The securities of Bayer 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 'Securities Act'). The securities of 
Bayer have not been, and will not be, registered under the Securities Act. 
 
*Notice to Distributors* 
Solely for the purposes of the product governance requirements contained 
within (i) EU Directive 2014/65/EU on markets in financial instruments, as 
amended ('MiFID II'), (ii) Articles 9 and 10 of Commission Delegated 
Directive (EU) 2017/593 supplementing MiFID II, and (iii) local implementing 
measures (together, the 'MiFID II Product Governance Requirements'), and 
disclaiming all and any liability, whether arising in tort, contract or 
otherwise, which any 'manufacturer' (for the purposes of the MiFID II 
Product Governance Requirements) may otherwise have with respect thereto, 
the subscription rights to the new shares and the new shares have been 
subject to a product approval process. As a result, it has been determined 
that such subscription rights and such new shares are (i) compatible with an 
end target market of retail investors and investors who meet the criteria of 
professional clients and eligible counterparties, each as defined in MiFID 
II and (ii) eligible for distribution through all distribution channels as 
are permitted by MiFID II (the 'Target Market Assessment'). Notwithstanding 
the Target Market Assessment, distributors (for the purposes of the MiFID II 
Product Governance Requirements) should note that: the value of the 
subscription rights and the price of the new shares may decline and 
investors could lose all or part of their investment. The new shares offer 
no guaranteed income and no capital protection; and an investment in the 
subscription rights and the new shares is compatible only with investors who 
do not need a guaranteed income or capital protection, who (either alone or 

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