June 06, 2017

NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN

Bayer further reduces stake in Covestro

Accelerated bookbuilding and bonds exchangeable into Covestro shares offered / Bayer to deposit 8 million Covestro shares in Bayer Pension Trust e. V.
Leverkusen, June 6, 2017 - Bayer AG is reducing its holding in Covestro by way of an accelerated bookbuilding procedure with a targeted volume of EUR 1 billion. In addition, Bayer AG is offering EUR 1 billion of bonds exchangeable into Covestro shares maturing in 2020.

The two placements started on Tuesday after the stock market close and are addressed to institutional investors only. Barclays and Morgan Stanley are acting as joint bookrunners. In the context of the placements, Bayer has agreed to a lock-up period of 90 days.

Furthermore, Bayer will deposit 8 million Covestro shares in Bayer Pension Trust e. V., a contractual trust arrangement for pension finance, in the near future. The package amounts to 4 percent of Covestro's shares and will be subject to the same lock-up period of 90 days.

The transactions offer Bayer the opportunity to further reduce its holding in Covestro. Covestro will continue to be fully consolidated in Bayer's financial statements since Bayer should continue to hold the majority at a Covestro annual stockholders meeting after these transactions are completed. As previously announced, Bayer aims to achieve full separation from Covestro in the medium term.

Bayer: Science For A Better Life

Bayer is a global enterprise with core competencies in the Life Science fields of health care and agriculture. Its 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 2016, the Group employed around 115,200 people and had sales of EUR 46.8 billion. Capital expenditures amounted to EUR 2.6 billion, R&D expenses to EUR 4.7 billion. These figures include those for the high-tech polymers business, which was floated on the stock market as an independent company named Covestro on October 6, 2015. For more information, go to www.bayer.com.

Forward-looking statements
This 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 www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

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 Act. The bonds have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America or to, or for the account or benefit of, any US person absent registration or an applicable exemption from the registration requirements under the Securities Act.
Last updated: December 04, 2013 Copyright © Bayer AG