Bayer extends capped tender offer for 2.375% resettable notes due 2075

By Marisa Wong

Los Angeles, March 30 – Bayer AG announced it is reopening the tender offer for its outstanding €1.3 billion 2.375% subordinated resettable fixed-rate notes due 2075 (ISIN: DE000A14J611), extending the expiration deadline to 11 a.m. ET on April 1.

The new expected settlement date is April 5.

The purchase price during the extended offer period remains unchanged at 101.1.

As originally announced on March 22, Bayer is inviting holders to tender their notes for purchase for cash up to a maximum acceptance amount. The cap was set at €1.3 billion on March 23.

The tender offer and the cap were conditioned on new financing, and that condition was met on March 25.

By 11 a.m. ET on March 29, the company had received tenders totaling €1,025,462,000, or 78.88% of the outstanding principal amount of notes.

Under the terms of the notes, if the issuer has purchased or redeemed at least 80% of the original principal amount, the company may exercise a clean-up call. Based on the current level of tenders, further repurchases of €14,538,000 would allow the company to reach the clean-up call threshold.

On Wednesday, the company said it has decided to extend the offer in order to reach the 80% clean-up call threshold and to give holders additional time to participate.

If the threshold still has not been reached by settlement of the tender offer, the company reserves the right to purchase additional notes in the market or otherwise at any price in order to meet the threshold. The company then intends to exercise the clean-up call.

Bayer had said the purpose of the tender offer and the new issuance is to proactively manage its layer of hybrid capital. The tender offer also gives noteholders the opportunity to sell their current holdings ahead of the upcoming first call date, Oct. 2, 2022, and to subscribe to the new notes.

Banco Bilbao Vizcaya Argentaria, SA (+44 20 7397 6029/6061, liabilitymanagement@bbva.com), J.P. Morgan SE (+44 20 7134 2468, liability_management_EMEA@jpmorgan.com), Morgan Stanley Europe SE (+44 20 7677 5040, liabilitymanagementeurope@morganstanley.com) and UniCredit Bank AG (+49 171 306 6648, corporate.lm@unicredit.de) are the dealer managers for the tender offer.

Lucid Issuer Services Ltd. (+44 20 7704 0880, attn.: Arlind Bytyqi, bayer@lucid-is.com, https://deals.lucid-is.com/bayer) is the tender agent.

Bayer is a pharmaceutical and life sciences company based in Leverkusen, Germany.

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