Bayer Aktiengesellschaft  / Key word(s): Issue of Debt

15.11.2016 17:48

Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Leverkusen, November 15, 2016

The Management Board of Bayer AG (the "Company") decided today with the
approval of the Supervisory Board to issue subordinated mandatory
convertible notes for EUR 4 billion (the "Notes") excluding the pre-emptive
rights of the shareholders of the Company.

The issuance of the Notes represents the first component of the previously
announced equity capital measures of around USD 19 billion in connection
with the contemplated Monsanto acquisition. The net proceeds of the
offering are intended for the early replacement of a portion of the undrawn
commitments under the syndicated term loan facility agreement entered into
by Bayer.

The Notes, with a principal amount of EUR 100,000 each, will be issued by
Bayer Capital Corporation B.V. under the subordinated guarantee of Bayer
AG. At maturity outstanding Notes will be mandatorily converted into new or
existing ordinary shares of Bayer AG.

The Notes will be issued at par, with a maximum conversion premium of 20
per cent to 25 per cent above the reference price and a coupon of 5.125 per
cent to 5.625 per cent per annum. The reference price is expected to be
equal to the share price determined in a concurrent placement of existing
shares from hedging transactions of individual mandatory convertible notes
investors.

The Notes will mature on November 22, 2019, whilst the terms and conditions
provide for conversion rights of the noteholders and Bayer prior to
maturity. The Company will determine the final terms of the offering
including the coupon, conversion premium, reference price and issue size
after completion of an accelerated bookbuilding process, which is expected
to be finalized no later than November 16, 2016.

The Notes will be offered by a syndicate of banks via international private
placements exclusively to institutional investors outside the United
States, to non-U.S. persons in reliance on Regulation S of the U.S.
Securities Act and to U.S. persons and into the United States to qualified
institutional buyers only in reliance on Rule 144A under the U.S.
Securities Act.

Bayer would like to expressly state that there is currently no assurance
that the closing conditions of the agreed acquisition of Monsanto will be
satisfied. The implementation of this capital procurement measure will not
be done either with the intention of pre-empting a decision by the
regulatory authorities nor can it be interpreted as an indicator of any
information received by Bayer from the authorities concerning the outcome
of the process.


Contact:
Ms. Judith Nestmann, Bayer AG, Investor Relations, Phone: +49-214-30-66836,
e-mail: judith.nestmann@bayer.com, Fax: +49-214-30-96-66836


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Information and Explanation of the Issuer to this News:

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 Monsanto Company's ('Monsanto') stockholders do not approve
the transaction; uncertainties as to the timing of the transaction; the
possibility 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's 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, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers) may be
greater than expected following the transaction; the retention of certain
key employees at Monsanto; risks associated with the disruption of
management's attention from ongoing business operations due to the
transaction; the conditions to the completion of the transaction may not be
satisfied, or the regulatory approvals required for the transaction may not
be obtained on the terms expected or on the anticipated schedule; the
parties' ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the merger; 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, 2016 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; and other factors discussed in Bayer's public reports
which are available on the Bayer website at www.bayer.com.  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.

Additional Information and Where to Find It
This communication relates to the proposed merger transaction involving
Monsanto Company ('Monsanto') and Bayer Aktiengesellschaft ('Bayer').  In
connection with the proposed merger, on November 10, 2016, Monsanto filed
with the U.S. Securities and Exchange Commission (the 'SEC') a definitive
proxy statement on Schedule 14A (the 'Proxy Statement') and other documents
relating to the proposed transaction and mailed the Proxy Statement and
proxy card to Monsanto's stockholders.  BEFORE MAKING ANY VOTING DECISION,
STOCKHOLDERS OF MONSANTO ARE URGED TO READ THE PROXY STATEMENT CAREFULLY,
AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  Investors and
security holders may obtain a copy of the Proxy Statement and the other
documents filed with the SEC free of charge at the SEC's website,
http://www.sec.gov, and Monsanto's website, www.monsanto.com.  In addition,
the documents may be obtained free of charge by directing a request to
Corporate Secretary, Monsanto Company, 800 North Lindbergh Boulevard, St.
Louis, Missouri 63167, or by calling +1 (314) 694-8148.

Participants in Solicitation
Monsanto, Bayer and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
holders of Monsanto common stock in respect of the proposed transaction. 
Information about the directors and executive officers of Monsanto is set
forth in the proxy statement for Monsanto's 2016 annual meeting of
stockholders, which was filed with the SEC on December 10, 2015, and in
Monsanto's Annual Report on Form 10-K for the fiscal year ended August 31,
2016, which was filed with the SEC on October 19, 2016.  Other information
regarding the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or otherwise, is
contained in the definitive proxy statement and may be contained in other
relevant materials filed with the SEC in respect of the proposed
transaction.

Additional Information
This communication constitutes neither an offer to sell nor a solicitation
to buy any securities of Bayer or its subsidiaries. The mandatory
convertible notes 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.

In the United Kingdom, this document is only being distributed to and is
only directed at persons who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together
being referred to as 'Relevant Persons').  This document is directed only
at Relevant Persons and must not be acted on or relied on by persons who
are not Relevant Persons.  Any investment or investment activity to which
this document relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.

15.11.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Language:     English
Company:      Bayer Aktiengesellschaft
              Kaiser-Wilhelm-Allee 1
              51373 Leverkusen
              Germany
Phone:        +49 (0)214 30-65742
Fax:          +49 (0)21430-9665742
E-mail:       ir@bayer.com
Internet:     www.bayer.com
ISIN:         DE000BAY0017
WKN:          BAY001
Indices:      DAX, EURO STOXX 50, Stoxx 50
Listed:       Regulated Market in Berlin, Dusseldorf, Frankfurt (Prime
              Standard), Hamburg, Hanover, Munich, Stuttgart; Regulated
              Unofficial Market in Tradegate Exchange; Madrid
 
End of Announcement                             DGAP News-Service
 
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