Bayer to Acquire Conceptus for US$1.1 Billion

Bayer announced that it has signed a merger agreement with US-based birth-control specialist Conceptus. This acquisition will expand Bayer’s position in women’s health, enabling the company to offer a broad range of short-term, long-term and permanent contraceptive choices.

Bayer is offering to acquire all shares in Conceptus for US$31.00 per share in cash with the transaction of Conceptus being valued at approximately US$1.1 billion (approximately EUR 852 million). Closing of the deal is expected by mid 2013, subject to customary conditions, particularly anti-trust approval in the US.

"Bayer is committed to augmenting its organic growth with strategic bolt-on acquisitions. The acquisition of Conceptus represents an excellent fit for our healthcare business," said Marijn Dekkers, CEO of Bayer AG, in a press statement.

"Both Bayer and Conceptus are focusing on innovative solutions to advance women's healthcare. Essure completes Bayer’s portfolio of long-acting intrauterine systems and short-acting oral contraceptives. Our experience in the field of gynecology combined with our sales and distribution expertise will help to further develop Conceptus’ business," said Andreas Fibig, member of the Bayer healthcare executive committee and president of Bayer healthcare pharmaceuticals.

Conceptus developed the Essure procedure, which is a non-surgical, hormone-free, permanent birth control method marketed in the United States and other countries. Essure was approved by FDA in 2002. The procedure can be performed by a physician in less than 10 minutes without the risks associated with general anesthesia or tubal ligation. Clinical trials have demonstrated that Essure is 99.8% effective with zero pregnancies based on five-year follow up. More than 700,000 women worldwide have undergone the procedure.

Conceptus generated net sales of US$141 million (approximately EUR 110 million) in 2012. Adjusted EBITDA for 2012 was $28.2 million (approximately EUR 22.0 million).