Bayer to Acquire Roche Consumer Health

LEVERKUSEN, GermanyBayer hasagreed to acquire Roche Consumer Health (RCH) for 3.6 billion Swiss francs.According to Bayer, the acquisition of RCH will make Bayer one of the top threeover-thecounter (OTC) consumer health companies worldwide.

Under the terms of the agreement, Bayer will acquire Roches50 percent share of the 1997 Bayer/Roche joint venture in the U.S. and fiveRoche production sites in Grenzach, Germany; Gaillard, France; Pilar, Argentina;Casablanca, Morocco; and Jakarta, Indonesia. The OTC business of the Japanesecompany Chugai, in which Roche has a majority stake, is not included in thedeal. The combined company will have sales of EUR2.4 billion and 6,700 employeesin 120 countries.

The EUR2.38 billion transaction is subject to approval byantitrust authorities.

Bayer HealthCares Consumer Care Division and Roche ConsumerHealth have historically relied on building their long-standing analgesic,dermatological, gastrointestinal and nutritional brands, including BayersOne-A-Day line of multivitamin supplements.

Assuming the transaction closes (between late 2004 and early2005), Bayer expects its earnings per share (EPS) to reach 0.25 EUR/share andanticipates positive results beginning in 2006. The synergy potential isestimated at approximately EUR100 million to EUR200 million and will be realizedgradually over the next three years.