17:59 PM

Bayer issues 1.75 billion euro hybrid bond



New issue of two tranches with a non-call period of 5.25 and 8.25 years, respectively, combined with a tender offer for two of Bayer’s existing hybrid bonds

Leverkusen, September 20, 2023 – Bayer AG on Wednesday successfully placed new hybrid bonds with a total volume of 1.75 billion euros which were multiple times oversubscribed. The issue comprises two tranches and exclusively targets institutional investors. Bayer intends to list the hybrid bonds on the Luxembourg Stock Exchange.

Each tranche has a final maturity of 60 years. The first tranche in the amount of 750 million euros with a non-call period of 5.25 years pays a coupon of 6.625 percent. The second tranche in the amount of 1.0 billion euros with a non-call period of 8.25 years pays a coupon of 7.000 percent.

The proceeds will be used for general corporate purposes including financing a tender offer for the existing 1.5 billion euro 3.750 percent hybrid bond which is callable on July 1, 2024 (ISIN: DE000A11QR73) and the existing 1.0 billion euro 2.375 percent hybrid bond which is callable as from February 12, 2025 (ISIN: XS2077670003). The tender offer was launched in conjunction with the new issue on September 19, 2023 and will expire on September 26, 2023.

Hybrid bonds are a permanent feature of Bayer’s financing strategy and support its conservative financial policy. The new hybrid bonds rank pari passu with Bayer’s outstanding hybrid bonds and are subordinated to all other financial liabilities. They are structured to receive equity credit of 50 percent from the rating agencies (Standard & Poor’s, Moody’s and Fitch). The purpose of the tender offer and the issuance of the hybrid bonds is to proactively manage Bayer’s hybrid portfolio and the transactions are intended to result in the net size of Bayer’s hybrid portfolio being unchanged.

“Our new 1.75 billion euro hybrid bond was very well received by the market,” said Bayer CFO Wolfgang Nickl. “The strong demand for the bond confirms the confidence that Bayer enjoys with investors.”

BNP Paribas, Crédit Agricole CIB, Goldman Sachs Bank Europe SE and MUFG placed the transaction as active bookrunners.

About Bayer
Bayer is a global enterprise with core competencies in the life science fields of health care and nutrition. Its products and services are designed to help people and the planet thrive by supporting efforts to master the major challenges presented by a growing and aging global population. Bayer is committed to driving sustainable development and generating a positive impact with its businesses. At the same time, the Group aims to increase its earning power and create value through innovation and growth. The Bayer brand stands for trust, reliability and quality throughout the world. In fiscal 2022, the Group employed around 101,000 people and had sales of 50.7 billion euros. R&D expenses before special items amounted to 6.2 billion euros. For more information, go to www.bayer.com.

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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.

Important notice
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, any securities. There will be no public offer of the securities in any jurisdiction. 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. An investment decision regarding the securities referred to herein should only be made on the basis of the prospectus to be published in connection with the transaction.

This announcement is an advertisement and does not, under any circumstances, constitute a public offering or an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129, as amended. The prospectus, when published, will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu.)

The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. State security laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act or to, or for the benefit of, U.S. persons.

The tender offer referenced herein is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the tender offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States.



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