Bayer Aktiengesellschaft / Key word(s): IPO
04.09.2015 08:00
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN
Leverkusen, September 4, 2015
Bayer has taken the decision to proceed with an Initial Public Offering
(IPO) of Covestro AG ("Covestro"), a world-leading polymers company
formerly known as Bayer MaterialScience. Covestro will seek a listing in
the regulated market segment (Prime Standard) of the Frankfurt Stock
Exchange. The offering will consist solely of new shares issued by Covestro
by way of a capital increase. They will be offered publicly in Germany and
Luxembourg to private and institutional investors. Outside of these
countries, shares will be offered by way of private placements. Subject to
capital market conditions, Covestro's IPO is expected to be completed in
the fourth quarter of 2015.
Covestro intends to use the proceeds from the IPO primarily to repay
intercompany debt to Bayer and in this way to establish its target capital
structure. With net debt including pension liabilities at 2.5 to 3.0 times
adjusted earnings before interest, taxes, depreciation and amortization
(EBITDA) for fiscal 2015, Covestro is seeking an investment-grade credit
rating.
Contact:
Ms. Judith Nestmann, Bayer AG, Investor Relations, Phone: +49-214-30-66836,
e-mail: judith.nestmann@bayer.com, Fax: +49-214-30-96-66836
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Information and Explaination of the Issuer to this News:
Forward-looking statements
This Ad-hoc Statement may contain forward-looking statements based on
current assumptions and forecasts made by Covestro AG. 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 Covestro's and Bayer's public
reports which are available on the Covestro website at www.covestro.com as
well as on Bayer AG's website at www.bayer.com. Covestro and Bayer assume
no liability whatsoever to update these forward-looking statements or to
conform them to future events or developments.
Important Information
These materials are not for distribution, directly or indirectly, in or
into the United States (including its territories and possessions, any
State of the United States and the District of Columbia), Australia, Canada
or Japan. These materials do not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States,
Australia, Canada or Japan. The Shares mentioned herein have not been, and
will not be, registered under the US Securities Act of 1933, as amended
(the 'Securities Act').
The Shares may not be offered or sold in the United States, except pursuant
to an exemption from the registration requirements of the Securities Act.
There will be no public offer of the Shares in the United States.
In the United Kingdom, this communication is only being distributed to and
is only directed at (i) investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the 'Order') or (ii) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order (all such persons together being referred to
as 'relevant persons'). The Shares are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire
such Shares will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on this document or any of
its contents.
This publication constitutes neither an offer to sell nor a solicitation to
buy securities. The offer will be made solely by means of, and on the basis
of, a securities prospectus which is to be published. An investment
decision regarding the publicly offered securities of Covestro AG should
only be made on the basis of the securities prospectus. The securities
prospectus will be published promptly upon approval by the Bundesanstalt
für Finanzdienstleistungsaufsicht (BaFin) and will be available free of
charge from Covestro AG, 51365 Leverkusen, Germany, or on the Covestro
website.
04.09.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Bayer Aktiengesellschaft
Kaiser-Wilhelm-Allee 1
51373 Leverkusen
Germany
Phone: +49 (0)214 30-81 013
Fax: +49 (0)21430-9681013
E-mail:
Internet: www.bayer.com
ISIN: DE000BAY0017
WKN: BAY001
Indices: DAX, EURO STOXX 50, Stoxx 50
Listed: Regulated Market in Berlin, Dusseldorf, Frankfurt (Prime
Standard), Hamburg, Hanover, Munich, Stuttgart; Terminbörse
EUREX; Madrid
End of Announcement DGAP News-Service
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DGAP-Adhoc: Bayer Aktiengesellschaft: Bayer plans IPO for Covestro
| Source: EQS Group AG