Bayer HealthCare Pharmaceuticals Inc.: Bayer to acquire Conceptus, Inc.

Adds Essure®, the only non-surgical permanent birth control method, to Bayer's contraception portfolio.

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Bayer intends to broaden its portfolio in the field of contraception. Thus, Bayer HealthCare LLC has signed a merger agreement with Conceptus, Inc. (NASDAQ:CPTS), the California-based developer of the Essure® procedure, the leading non-surgical permanent birth control method, which is sold in the United States and other countries. With this acquisition, Bayer will be able to offer a complete range of short-term, long-term and permanent contraceptive choices for women. Within the next ten business days, Bayer will launch a public tender offer to acquire all shares in Conceptus, Inc. The transaction values Conceptus, Inc. at approximately US$1.1 billion (approx. €852 million) representing US$31.00 per share in cash. Closing is subject to customary conditions, in particular anti-trust approval in the U.S., and is expected by mid-year 2013.

"Bayer is committed to augmenting its organic growth with strategic bolt-on acquisitions. The acquisition of Conceptus represents an excellent fit for our HealthCare business – specifically in the United States, the world's most important health care market," said Dr. Marijn Dekkers, CEO of Bayer AG.

"Both Bayer and Conceptus are focusing on innovative solutions to advance women's healthcare. Essure completes Bayer's portfolio of long-acting intrauterine systems and short-acting oral contraceptives. Our experience in the field of gynecology combined with our sales and distribution expertise will help to further develop Conceptus' business," said Andreas Fibig, Member of the Bayer HealthCare Executive Committee and President of Bayer HealthCare Pharmaceuticals.

D. Keith Grossman, President and CEO of Conceptus, Inc., said, "Essure has been well accepted in the market for more than ten years and demonstrated robust growth over this time. We believe that under Bayer's ownership, the Essure product will more rapidly become the standard of care in our established markets, and will benefit in new markets from Bayer's global presence. Our customers and patients will benefit from this increased access to the benefits of Essure."

Conceptus' flagship product is the Essure procedure. Approved by the U.S. Food and Drug Administration in 2002, Essure is the only surgery-free and hormone-free permanent birth control method that can be performed in the comfort of a physician's office in less than 10 minutes[1]  without the risks associated with general anesthesia or tubal ligation. The Essure procedure is 99.8% effective based on five years of follow up with zero pregnancies reported in clinical trials, making it one of the most effective permanent birth control options available. Over 700,000 women worldwide have undergone the procedure.

Conceptus, Inc. generated net sales of US$141 million (approx. €110 million) for its fiscal year 2012. Adjusted EBITDA for 2012 was $28.2 million (approx. €22.0 million). Headquartered in Mountain View, California, the company employs approximately 300 people.

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