American Depositary Receipts (ADRs) are an instrument used widely by non-U.S. companies to offer and trade their shares conveniently and efficiently in the U.S. equity markets.
In the United States, Bayer stock has been traded under a OTC Level l ADR Program since September 27, 2007. Prior to that date Bayer had run a Sponsored Level lI ADR Program, which started on January 24, 2002.
ADSs are a U.S. dollar-denominated form of equity ownership in a non-U.S. company. They represent that company's shares and carry the rights attaching to them. An ADR is the physical certificate evidencing ownership of one or more ADSs. The terms ADR and ADS are often used interchangeably. The relation between the number of ADRs and the number of shares is typically referred to as the ADR ratio.
Level l ADR programs are not required to comply with the registration and reporting requirements of the U.S. Securities and Exchange Commission (SEC). This entails, among other things, the filing of a Form 20-F Annual Report, including financial statements and a reconciliation of those statements to U.S. accounting standards, U.S. GAAP.
Bayer has applied internationally acknowledged accounting and reporting standards since 1994, currently in the form of the International Financial Reporting Standards (IFRS). The company remains committed to maintaining an open and direct dialog with institutional investors and analysts in the United States.
ADRs are issued by a U.S. bank, in Bayer's case by The Bank of New York Mellon (BNY Mellon), acting as depositary.
BNY Mellon Shareowner Services
P.O. Box 30170
College Station, Texas 77842-3170, U.S.A.
BNY Mellon Shareowner Services
211 Quality Circle, Suite 210
College Station, Texas 77845, U.S.A.
|The ADR Program|
|Depositary Bank||The Bank of New York Mellon|
|ADR ratio*||4 : 1|
|BNY Mellon ADR Homepage: Quotes and News|
* On September 20, 2017, Bayer performed an ADR ratio change. With the new ratio, four Bayer ADRs correspond to one Bayer ordinary share. Further information about the ADR ratio change can be found here.
The termination of Bayer's listing on the New York Stock Exchange (NYSE) became effective September 26, 2007. Since September 27, 2007, Bayer ADSs are traded in the U.S. over-the-counter market. Effective on December 28, 2007, the certification of Bayer AG of its termination of registration of its ordinary shares under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") became effective pursuant to Rule 12h-6 under that Act. With that event, Bayer’s obligations under the Exchange Act to file financial reports and other documents with the U.S. Securities and Exchange Commission (the "SEC") have permanently terminated, and Bayer is no longer subject to the various provisions and requirements of the Sarbanes-Oxley Act of 2002.
Bayer will continue to publish material documents on this website in English as required by Rule 12g3-2(b) under the U.S. Securities Exchange Act.
Until the company had filed for deregistration on September 28, 2007, it was required to file an annual report, known as Form 20-F, with the SEC each year. Published Form 20-F documents can be found under Reports - Archive.