Bayer AG - Tender Offer (DE & XS) - Launch

Bayer AG announces Tender Offer in respect of its EUR 1,500,000,000 Subordinated Resettable Fixed Rate Notes due 2074 (ISIN: DE000A11QR73) and EUR 1,000,000,000 Subordinated Resettable Fixed Rate Notes due 2079 (ISIN: XS2077670003) and proposed issue of new euro-denominated subordinated resettable fixed rate notes in one or more tranches with expected first optional redemption dates in 2028 and 2031, respectively (the "New Notes").

19 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Luxse

"19 September 2023. Bayer AG (the "Company") announces today an invitation to eligible holders of its outstanding EUR 1,500,000,000 Subordinated Resettable Fixed Rate Notes due 2074 (ISIN: DE000A11QR73) (the "2074 Notes") and EUR 1,000,000,000 Subordinated Resettable Fixed Rate Notes due 2079 (ISIN: XS2077670003) (the "2079 Notes" together with the 2074 Notes, the "Notes" and each a "Series") to tender their Notes for purchase by the Company for cash up to the Maximum Acceptance Amount (as defined below), subject to the satisfaction of the New Financing Condition (as defined below) and the other conditions described in the Tender Offer Memorandum (the "Offers" and each an "Offer")."

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Summary of the Offers

"Rationale for the Offers

The purpose of the Offers and the planned issuance of New Notes is, amongst other things, to proactively manage the Issuer's layer of hybrid capital. The Offers also provide Noteholders with the opportunity to sell their current holdings in the Notes ahead of the respective first reset dates and to subscribe to the New Notes. The transaction is intended to be equity credit neutral for the Issuer. Notes purchased by the Company pursuant to the Offers are expected to be cancelled and will not be re-issued or re-sold."

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