Bayer accepts €1.04 billion in tender offer for 2.375% resettable notes

By Mary-Katherine Stinson

Lexington, Ky., April 4 – Bayer AG announced the results of the tender offer for its €1.3 billion outstanding 2.375% subordinated resettable fixed-rate notes due 2075 (ISIN: DE000A14J611), according to a company notice.

The company announced €1,041,913,000 notes have been tendered and accepted for purchase as of the extended expiration deadline of 11 a.m. ET on April 1.

The purchase price during the extended offer period remained at 101.1.

Accrued interest will also be paid.

Settlement is still expected for April 5.

Following the completion of the offer, €258,087,000 will be outstanding.

As previously reported, Bayer launched the original tender offer on March 22, 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.

The offer expired, but the company announced a re-opening and extension of the offer on March 30, stating it had decided to extend the offer to reach the 80% clean-up call threshold and to give holders additional time to participate.

Based on the level of tenders on March 30, further repurchases of €14,538,000 were needed to allow the company to reach the clean-up call threshold.

Because the company has now met the threshold, Bayer intends to exercise its right to redeem the notes following the settlement date.

Bayer had said the purpose of the tender offer and the related issuance of new notes was to proactively manage its layer of hybrid capital. The tender offer also gave noteholders the opportunity to sell their current holdings ahead of the upcoming first call date, Oct. 2, 2022, and to subscribe to 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) were the dealer managers for the tender offer.

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

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

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