SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April, 2003
-------------------
Bayer Aktiengesellschaft
(Exact name of registrant as specified in its charter)
Bayerwerk, Gebaude W1
D-51368 Leverkusen
Germany
(Address of principal executive offices)
-------------------
Indicate by check mark whether the
registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
---
Indicate by check mark whether the registrant by
furnishing information contained in this Form
is also thereby furnishing information to the
Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No X
--- ---
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- N/A
EXHIBIT INDEX
-------------
1. Press release dated January 31, 2003
2. Press release dated February 5, 2003
3. Press release dated o, 2003
4. Press release dated February 24, 2003
5. Press release dated February 26, 2003
6. Press release dated March 2, 2003
7. Press release dated March 4, 2003
8. Press release dated March 4, 2003
9. Press release dated March 6, 2003
10. Press release dated March 7, 2003
11. Press release dated o, 2003
12. Press release dated March 12, 2003
13. Press release dated March 13, 2003
14. Press release dated March 18, 2003
15. Press release dated March 24, 2003
16. Press release dated April 17, 2003
Exhibit 1
Bayer and Aventis end negotiations on biologicals joint venture
---------------------------------------------------------------
Leverkusen - Bayer and Aventis have agreed not to pursue their plans to create a
joint venture in the field of biological products. It had been intended to
combine the Biological Products Division of Bayer HealthCare with the Aventis
subsidiary Aventis Behring. Both companies reviewed various possible forms of
cooperation. A final agreement on the terms of the transaction could not be
reached.
Leverkusen, January 31, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
Exhibit 2
Dear Ladies and Gentlemen,
The number of Lipobay/Baycol lawsuits has been updated on our website. Please
check our Investor Relations homepage at
www.investor.bayer.com
Leverkusen, February 5, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Exhibit 3
Agenda
-------
Bayer Spring 2003 Investor Conference
-------------------------------------
Bayer Group cordially invites you to its upcoming Investor Conference:
Date: March 14, 2003
Time: 10:00 a.m. until 6:00 p.m.
Place: Bayer Communication Center (BayKomm) in Leverkusen
The conference will start at 10:00 a.m. with the presentation of the 2002
results and strategic outlook given by Werner Wenning, CEO followed by
presentations of HealthCare, CropScience, Polymers and Chemicals.
We request the courtesy of a written response by March 7, 2003. Please direct
your response to Marion Hildebrandt Investor Relations, Bayer AG, 51368
Leverkusen, Germany (Fax-No.: +49-214-30 66247 or E-mail:
marion.hildebrandt.mh@bayer-ag.de).
BayKomm is easily accessible by taxi from the airports and train stations in
Dusseldorf and Cologne.
For those who plan to arrive the previous day we have arranged a limited number
of rooms at the Park Plaza Hotel, Cologne, Clevischer Ring 121, 51063 Cologne
(Phone +49-221-9647 596, Fax +49-221-9647 100) at a special rate of Euro 85,00.
Please refer to "Bayer Investor Conference".
We hope you will be able to join us for the upcoming Investor Conference.
If you are unable to attend our conference, you are invited to follow a live
broadcast on the Internet, which will start on March 14, at 10:00 a.m. (CET) at
www.live.bayer.com. An on demand version will also be available after the
conference.
Sincerely,
Bayer Investor Relations Team
Exhibit 4
Bayer Reduces Size of the Group Board of Management
---------------------------------------------------
Leverkusen, February 23, 2003 - Werner Spinner, a member of the Board of
Management of Bayer AG, is leaving the company for personal reasons at the end
of February. The Management Board of the holding company, under the leadership
of its Chairman Werner Wenning, is to be reduced from five to four members.
The Supervisory Board of Bayer AG will meet in the coming week to decide on the
proposed reduction of the size of the Management Board and the new distribution
of responsibilities. According to the proposal, Chief Financial Officer Klaus
Kuhn will take over responsibility for the regions "Europe" and "Regions of the
World." Dr. Udo Oels, responsible for Innovation, Technology and Environment,
will in the future be the board member representing the region "Asia". Dr.
Richard Pott's areas of responsibility will include the regions North, Central
and South America in addition to his responsibilities for Strategy and Human
Resources as well as "Business Excellence."
Werner Spinner began his career at Bayer in 1974 as a member of the
Pharmaceuticals Staff Department. After serving in a variety of marketing and
sales positions at home and abroad, he was named Head of the former Consumer
Care Business Group in 1994 and was appointed to the Board of Management on
February 1, 1998.
Supervisory Board Chairman Dr. Manfred Schneider and Management Board Chairman
Werner Wenning thanked Spinner for his contributions to the company and wished
him all the best for the future.
Leverkusen, February 24, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them events to future or developments.
Exhibit 5
Baycol lawsuits in the United States:
-------------------------------------
Bayer defends itself against accusations
----------------------------------------
Documents taken out of context
------------------------------
Leverkusen - Against the background of pending litigation in the United States,
Bayer has for some time not been in a position to comment directly on the facts
relating to the cholesterol-lowering drug Baycol / Lipobay. Bayer now would like
to comment as follows:
Bayer continues to believe firmly that the company acted responsibly, promptly
and appropriately in the management of Baycol.
Without concession of liability, in the context of the lawsuits concerning
Baycol the company has to date entered settlement agreements with around 450
individuals who experienced serious side effects; this figure includes several
fatalities. A total of approximately USD 125 million has been paid.
Bayer is currently negotiating settlement agreements in a further 500 cases. At
the same time, Bayer is continuing to defend itself vigorously in all cases in
which there is no connection between Baycol and the health problems which are
the subject of the claims or where a fair settlement cannot be reached.
To date there are approximately 7,800 lawsuits. As permitted in the United
States legal system there is no mechanism to screen cases before they are filed.
A single law firm has filed 4,300 virtually identical complaints and providing
no medical detail. Where medical records have been made available it appears
that only a small percentage of people who have filed lawsuits suffered a side
effect from Baycol and that the vast majority of people who did experience a
side effect made a complete recovery.
Recent media coverage may have created the impression that the company was aware
of possible dangers with Baycol long before it voluntarily withdrew the
cholesterol-lowering drug from the market. This is not the case. Baycol was a
well-researched and thoroughly tested drug. It was prescribed for over six
million patients worldwide - over 700,000 of them in the USA. The overwhelming
majority of these individuals took it safely and effectively, with no serious
side effects.
Bayer continuously monitored ongoing Baycol data post-launch to ensure that the
drug was being used safely and correctly, and in accordance with labeling
recommendations. The company kept the FDA fully informed about all pertinent
safety information, including adverse event reports.
When Bayer became aware of an increased rate of reports of rhabdomyolysis in
patients taking Baycol, particularly in co-prescription with gemfibrozil, it
took appropriate action. The company strengthened the labeling and undertook
comprehensive scientific studies to analyze the problem and took a series of
increasingly strong steps to educate healthcare professionals. When Bayer
concluded that, despite these aggressive communication efforts, the drug
continued to be prescribed in ways that increased safety concerns, the company
withdrew the product voluntarily.
Plaintiffs' lawyers may have made selected documents available to the media; the
content of these documents has been taken out of context and has created a false
impression. Bayer will show the courts the full context of many of the partial
documents referenced in the media.
For example, an e-mail allegedly from senior Group management at Bayer AG
allegedly called for sales to be maximized. However, this wording does not
originate from a management communication; it appeared in a proposal authored by
an assistant for a marketing presentation intended for an audience of marketing
employees in the USA.
Leverkusen, February 26, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
Exhibit 6
Response to ongoing media coverage of Baycol litigation:
--------------------------------------------------------
Bayer: We will present our case in the courtroom, not in the public
-------------------------------------------------------------------
Leverkusen - The first trial in connection with Baycol / Lipobay, the drug
voluntarily withdrawn from the market by Bayer, has begun in the United States.
As is true with virtually all product liability disputes, especially those in
the health care industry, global media interest is extremely high. The coverage
is very detailed, particularly of the plaintiff's attorney's allegations and
speculation of damages. Speculation concerning the ultimate possible financial
impact to the company is also widespread and has varied significantly.
"Mr. Watts, attorney for the plaintiff, is throwing around wildly unrealistic
and unsupported numbers in the press in an effort to pressure Bayer stock, and
in doing so, force us to settle his case," said Philip S. Beck, lead trial
counsel for Bayer in the U.S. Baycol litigation, in response to recently
reported allegations by Watts.
Trials in the United States can only be accurately evaluated in their totality
because of the way the country's "adversarial" legal system works. When the
trial begins, plaintiff's attorneys call witnesses and present all their
evidence first. Only then does the defendant have the opportunity to call
witnesses and present the facts of its case to the jury. It is also very common
for the plaintiff's attorneys to leak selected and incomplete documents to the
media, both to influence public opinion and to put additional pressure on the
company and its executives.
Bayer is not surprised at these tactics and fully expects that the plaintiff's
lawyers will continue to pursue these strategies throughout the course of the
trials. The company will present its case - that Bayer acted responsibly and
appropriately in the development, marketing and voluntary withdrawal of Baycol -
point by point, directly to the judge and jury in the courtroom.
Leverkusen, March 2, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
Exhibit 7
Bayer and Degussa sell PolymerLatex to Soros Private Equity Partners
--------------------------------------------------------------------
Leverkusen/Dusseldorf - Bayer AG of Leverkusen, Germany, and Degussa AG of
Dusseldorf, Germany, are selling PolymerLatex GmbH & Co. KG, their Marl,
Germany-based 50:50 joint venture, to the financial investment company Soros
Private Equity Partners. The sales price amounts to approx. (euro)235 million.
The transaction is subject to the approval of the relevant antitrust authorities
and the Supervisory Board of Degussa AG.
The sale of PolymerLatex completes the divestment program which Bayer launched
at the end of 2001 as part of its Group-wide reorganization and strategic
realignment project. The divestments included the subsidiary Haarmann & Reimer,
the 30 percent interest in Agfa, a large proportion of the Bayer company
apartments, the generics business in France and Spain and the household
insecticide business. In addition, Bayer sold off numerous crop protection
products and active ingredients which had to be divested or licensed out as a
result of conditions imposed by the anti-trust authorities following the
take-over of Aventis CropScience. Through the cash inflow from the divestment
program Bayer has been able to cut its net debt, which had increased
significantly in 2001 through the acquisition of Aventis CropScience, to less
than 10 billion euros by the end of 2002.
In fiscal 2001, PolymerLatex generated sales of (euro)344 million with about 730
employees. The joint venture, which was founded in 1996 by Degussa and Bayer,
produces latex products in the paper, carpet/moulded foam and speciality
applications fields, and holds a leading position among latex suppliers.
PolymerLatex has been able to expand its leading market position even further
over the past few years thanks to significant investments in its five European
production sites, and continuous development of customized products.
Soros Private Equity Partners ("Soros") is a global private equity investor
which, together with its affiliates, currently manages in excess of US-Dollar 4
billion of equity capital. Soros has announced that it intends to develop
PolymerLatex's operations in the coming years and will consider possible
add-on-acquisitions to consolidate its market share.
Bayer is an international, research-based group with major businesses in health
care, crop science, polymers and specialty chemicals. For 2001, the group
recorded sales of (euro) 30.3 billion. Capital expenditures totaled (euro)2.6
billion in 2001 and (euro)2.6 billion were invested in research and development.
The total number of employees worldwide at the end of September 2002 amounted to
about 123.500. For more information visit www.bayer.com.
Leverkusen, March 4, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the
Frankfurt Stock Exchange and with the U.S. Securities and Exchange Commission
(including our Form 20-F).The company assumes no liability whatsoever to update
these forward-looking statements or to conform them to future events or
developments.
Exhibit 8
Bayer-Shell Isocyanates N.V. joint venture intends to cease operation
---------------------------------------------------------------------
Antwerp - Bayer Antwerpen N.V. and Shell Petroleum N.V. (Shell) today announced
their intention to cease operation of their Bayer-Shell Isocyanates N.V. (BSI)
joint venture. BSI, established in 1969, produces toluene diisocyanate (TDI) and
diphenylmethane diisocyanate (MDI) polyurethane raw materials. An operational
review of the plant showed that a future operation of BSI would no longer be
economically viable. The joint venture intends to stop production by June 30,
2003.
BSI operates two facilities at a plant in Antwerp, Belgium: a TDI unit with a
capacity of 30,000 tonnes per year and an MDI unit with a capacity of 36,000
tonnes per year. All MDI production is marketed by Bayer, all TDI production
marketed by Shell.
Bayer intends to supply MDI to its customers in the future from its
international production network. Shell will continue to meet its customers
current and future needs for TDI through global procurement activities.
Some 270 people, all employees of Bayer Antwerpen, work for the BSI joint
venture through a service agreement. Bayer Antwerpen N.V. has started a
procedure of information and consultation within its works council.
Antwerp, March 4, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
Exhibit 9
Bayer proposes EUR 0.90 dividend per share
------------------------------------------
Supervisory Board backs stance in Lipobay proceedings
-----------------------------------------------------
Leverkusen - Bayer AG's Supervisory Board today accepted the proposal of the
Board of Management to recommend to the Annual Stockholders' Meeting on April
25, 2003, a dividend for fiscal 2002 of EUR 0.90 per share. The dividend would
thus be unchanged compared to 2001. With some 730 million shares, this would
represent a payout of EUR 657 million.
"We were able to increase net income primarily through proceeds generated by our
divestment program," Chairman of the Board of Management Werner Wenning
commented immediately after the Supervisory Board meeting. "We want our
stockholders to have a share of this. The decision is also in line with Bayer's
policy of dividend continuity. We are confident that we will be able to improve
the operating result in the current year."
The Group's annual financial statements will be presented and discussed at the
Spring Financial News Conference on March 13.
The Supervisory Board endorsed the Bayer Management Board's action with regard
to the claims and lawsuits in connection with Lipobay/Baycol, a medicine Bayer
voluntarily withdrew from the market in 2001. Bayer will continue to demonstrate
that the Group acted responsibly, expeditiously and appropriately. The company
will answer specific allegations in detail in court, supporting its arguments
with facts.
Leverkusen, March 6, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F). The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
Exhibit 10
Bayer and GlaxoSmithKline:
--------------------------
Levitra(TM) Approved for the Treatment of Erectile Dysfunction by European
Commission
---------------------------------------------------------------------------
A New Treatment Option Could Mean Improved Sexual Performance for Some 30
Million Men Affected by Erectile Dysfunction in Europe
---------------------------------------------------------------------------
Leverkusen, Germany and London, UK - Bayer HealthCare of Bayer AG [DAX and NYSE:
BAY] and GlaxoSmithKline plc [LSE and NYSE: GSK] announced today that they have
received marketing authorisation from the European Commission for Levitra(TM)
(vardenafil HCl), a new oral PDE-5 inhibitor for the treatment of male erectile
dysfunction (ED). The decision follows a positive opinion by the European
Committee for Proprietary Medicinal Products (CPMP) on 21 November 2002. Bayer
and GSK anticipate launching Levitra as soon as possible in European markets.
The drug has also been approved by regulatory authorities in several Latin
American countries and has been submitted for approval to regulatory agencies in
all major markets, including the United States.
"We are delighted with the European Commission's decision and look forward to
bringing Levitra to market for the millions of men in Europe who could benefit
from a new option to treat ED," said Dr. Christa Kreuzburg, Head of Europe for
Bayer HealthCare's Pharmaceuticals Division. "We know that many men are not
completely satisfied with existing treatments and are looking for effective new
options. We believe Levitra will improve sexual satisfaction for men who have ED
by providing them with a highly efficacious and reliable treatment. Together
with GSK, we are committed to bringing this product to all European markets with
initial launches starting this month," she added.
"Patients have responded extremely well to treatment with Levitra," said Mr. Ian
Eardley, MA, FRCS (Urol), a Levitra clinical trial investigator and consultant
at St. James University Hospital, Leeds, UK. "I view Levitra as an important
first-line therapy in the broad population of men with ED - even for
difficult-to-treat patients, such as men with diabetes. I will prescribe it with
confidence knowing that it will effectively treat a majority of my patients with
impaired erectile function," he concluded.
The CPMP based its decision to recommend approval of Levitra on clinical data
that included results from more than 3750 men representing a broad patient
population. Levitra has been shown to work quickly and have reliable efficacy
over time.
Erectile dysfunction is a common health condition, but despite the high
prevalence of ED, the condition still goes largely untreated. Experts estimate
that only 15-20 percent of the 152 million men worldwide are currently being
treated.
Bayer HealthCare, a forthcoming subgroup of Bayer AG, is one of the world's
leading, innovative companies in the health care and medical products industry.
Bayer HealthCare combines the global activities of the Animal Health, Biological
Products, Consumer Care, Diagnostics and Pharmaceuticals divisions. More than
34,000 employees work for Bayer HealthCare worldwide.
GlaxoSmithKline - one of the world's leading research-based pharmaceutical and
healthcare companies - is committed to improving the quality of human life by
enabling people to do more, feel better and live longer.
Leverkusen, March 7, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F).The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
Exhibit 11
FY 2002 Publication Schedule
----------------------------
Ladies and Gentlemen,
For the release of our FY 2002 figures we set up the following schedule:
Thursday, March 13, 2003
------------------------
8:00 a.m. (CET): FY 2002 Statement / Annual Report 2002
The Annual Report will be available on the internet at:
www.investor.bayer.com (english)
www.investor.bayer.de (german)
10:00 a.m. (CET): Press Conference
A live broadcast via internet will be available at:
www.live.bayer.com (english)
www.live.bayer.de (german)
Friday, March 14, 2003
----------------------
10:00 a.m. (CET) Spring Investor Conference
Leverkusen, BayKomm
For further details please refer to the attached agenda.
A live broadcast of the presentations will be available at:
www.live.bayer.com (english)
www.live.bayer.de (german)
Best Regards,
Bayer Investor Relations Team
Spring Investor Conference
--------------------------
March 14, 2003
Agenda
------
10:00 Welcome
10:10 Milestones and Highlights 2002
(Werner Wenning, CEO and Member of the Board of Management)
10:30 Financial Performance 2002
(Klaus Kuhn, CFO and Member of the Board of Management)
10:50 Discussion
11:30 Corporate Objectives and Strategy
(Werner Wenning)
12:00 Presentation and Discussion on HealthCare
(Rolf Classon, Chairman of the Executive Committee Bayer HealthCare)
13:00 Lunch Break
13:45 Presentation and Discussion on CropScience
(Jochen Wulff, Chairman of the Board of Management of Bayer
CropScience)
14:45 Presentation and Discussion on Polymers
(Hagen Noerenberg, Head of Bayer Polymers)
15:45 Presentation and Discussion on Chemicals
(Ulrich Koemm, Head of Bayer Chemicals)
16:45 Outlook and Targets 2003
(Werner Wenning)
17:00 Conclusion
Transportation to Cologne and Duesseldorf airport will be organized.
Exhibit 12
Lawsuit filed against Bayer in New York
---------------------------------------
Leverkusen - Bayer AG has been notified of the filing of a shareholder lawsuit
in a federal district court of New York. The suit also names as defendants
Manfred Schneider and Werner Wenning, the former and present Chairmen of Bayer
AG's Board of Management.
The suit alleges violations of the Securities Exchange Act of 1934. The suit
further alleges that each of the defendants omitted and/or misrepresented
factual information concerning Bayer's cholesterol lowering drug Lipobay/Baycol
and that such omissions or misstatements artificially inflated the market price
of Bayer AG's American Depositary Shares to the detriment of holders. The suit
seeks to recover damages on behalf of persons or entities who purchased Bayer AG
American Depositary Shares on the NASDAQ from May 26, 1999 through January 23,
2002 or on the New York Stock Exchange from January 24, 2002 through February
21, 2003.
Bayer is reviewing the lawsuit and its allegations and intends to defend itself
vigorously. The complaint has not been served yet.
Leverkusen, March 12, 2003
jo (2003-0080E)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F). The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
Exhibit 13
Cautious optimism in light of business development so far this year
-------------------------------------------------------------------
Bayer expects growth in operating result in 2003
------------------------------------------------
2002 figures: Net income up 10 percent to 1.1 billion euros /
-------------------------------------------------------------
Sales from continuing operations 1 percent lower/
-------------------------------------------------
Net debt down significantly to 8.9 billion euros /
--------------------------------------------------
Ambitious medium-term profit targets declared
---------------------------------------------
Leverkusen - The Bayer Group expects to see an increase in its operating result
from continuing operations in 2003. "To achieve this we are relying mainly on
the steps we have taken to improve our earning power," the Chairman of Bayer's
Board of Management, Werner Wenning, told the spring financial news conference
in Leverkusen - although a precondition, he said, is that the present economic
situation does not radically deteriorate. He regards the development of sales
and operating result in the first two months of 2003 as encouraging and as
grounds for cautious optimism.
The Bayer CEO described 2002 as "a year of transition." The targets set for
realigning the Group were reached. Bayer delivered on its goals and in some
cases exceeded them. "I am convinced that our realignment has given us an
excellent foundation for future success," he said.
He said he was not satisfied with the business trend in 2002. The adverse
economic environment, high one-time costs connected with the acquisition of
Aventis CropScience (ACS) and a large number of restructuring measures all had
an impact on the operating business. Sales from continuing operations declined
by 1 percent to 29 billion euros, while the operating result before exceptional
items fell by 46 percent to 989 million euros. Net income, on the other hand,
rose 10 percent to 1.1 billion euros. A major factor here was the proceeds from
the extensive program of divestments.
To enable the stockholders to share appropriately in this exceptional income,
the Supervisory and Management Boards are to recommend to the Annual
Stockholders' Meeting an unchanged dividend of 0.90 euros. Based on Bayer's
current share price this represents a return of about 8 percent. "This
underlines that, even in difficult times, we maintain continuity in our dividend
policy in the interest of our stockholders," said Wenning.
Business in HealthCare was down by 12 percent to 9.4 billion euros, and the
operating result before exceptionals dropped by 21 percent to 739 million euros.
Wenning said this was mainly due to the pharmaceuticals division, which had to
contend with the effects of the withdrawal of Lipobay/Baycol and declines in
sales of the medicines Ciprobay and Adalat. Pharmaceutical sales fell by 23
percent to 3.7 billion euros. There was also a marked decline in the operating
result pre-exceptionals.
Bayer's CEO reported that the number of lawsuits filed in connection with
Lipobay/Baycol, which was voluntarily withdrawn from the market in summer 2001,
has reached 8,400. Of these, he said, 4,600 are virtually identical complaints
filed by a single law firm which has not provided details regarding the ailments
claimed by the plaintiffs. More than half of the approximately 600 new suits
also originate from this firm. These numbers are subject to change and the
company is providing periodic updates on its website.
Without concession of liability, Bayer has so far have entered settlement
agreements with more than 500 individuals who experienced serious side effects.
To date, a total of approximately 140 million euros has been paid for such
settlements. Where serious side effects are involved, Bayer is continuing its
efforts to reach out-of-court settlements on a case-by-case basis and is
currently in settlement negotiations for several hundred further cases. Wenning
reiterated that Bayer is vigorously defending itself in all cases in which there
is no connection between Lipobay/Baycol and the health problems that are the
subject of the claims, or where a fair settlement cannot be reached.
In the event plaintiffs substantially prevail despite existing defense
arguments, it is possible that Bayer could incur charges in excess of its
insurance coverage. Due to the considerable uncertainty associated with these
proceedings, it is currently not possible to more accurately estimate potential
liability. For this reason, provisions for any amount for which liability might
exceed insurance coverage have not presently been made. Bayer's auditor agrees
with this assessment. "We continue to watch the situation very closely," said
Wenning, "and, as the litigation progresses, we will regularly reconsider the
need to establish provisions."
The Board Chairman also pointed out that a shareholder lawsuit has been filed in
New York against Bayer AG and against Dr. Manfred Schneider as former Management
Board Chairman and himself as current Chairman. "We will examine the complaint
and vigorously defend ourselves," he said.
Wenning said Bayer remains firmly convinced it acted responsibly and
appropriately in the management of Lipobay/Baycol. The drug was prescribed for
over six million patients worldwide. The overwhelming majority of these
individuals took it safely and effectively, with no serious side effects.
In the courtroom Bayer is showing evidence that Lipobay/Baycol was a safe and
effective drug when taken as directed. The company is also showing documents
that prove that it shared all pertinent safety information with the health
authorities, including the U.S. Food and Drug Administration, beginning before
Lipobay/Baycol ever went on the market and continuing until after Lipobay/Baycol
was voluntarily withdrawn from the market. "And, most importantly, we are
demonstrating that at all times patient safety was, and is, our first and
foremost priority."
Bayer CropScience saw sales rise by 66 percent to 4.7 billion euros through the
acquisition of Aventis CropScience. "It was especially significant that the
existing Bayer business, despite the integration process, was able to increase
its share in a market which shrank 9 percent," said Wenning. The operating
result before exceptionals was negative to the tune of minus 15 million euros,
although this has to be seen against the background of the ACS acquisition.
While the acquired business contributed 120 million euros to earnings, 536
million euros in amortization and inventory write-downs associated with the
first-time consolidation of ACS, along with 125 million euros in integration
costs, had a negative effect.
Programs to improve efficiency show results
Bayer's industrial business was hit in 2002 by the economic situation, exchange
rate fluctuations, falling prices and increased raw material costs. Polymer
sales fell 2 percent to 10.8 billion euros, although the operating result before
exceptional items was held at 418 million euros, the same
level as the previous year. "This was an indication of the success of our
extensive programs to improve efficiency, which already produced significant
savings in 2002," said Wenning.
Chemicals saw sales fall by 12 percent to 3.3 billion euros; the operating
result before exceptionals declined by 41 percent to 160 million euros. Account
should be taken, he said, of the situation at subsidiary H.C. Starck, which
suffered especially from the slump in the electronics industry. Excluding H.C.
Starck, the decline in the operating result for Chemicals pre-exceptionals was
only 2 percent, while sales fell 9 percent. This shows the action taken in
Chemicals, too, is bearing fruit.
Bayer's top priorities for the current year are to improve performance and
resolve strategic issues. This includes strictly implementing the efficiency
improvement programs, which will bring planned savings of 500 million euros in
2003 alone, streamlining the investment program, and further optimizing current
assets. It is planned to bring down net debt, which was already reduced to 8.9
billion last year, to about 7 billion euros by year end.
Capitalizing on value creation and growth potentials
Finally, according to Wenning, every effort will be made to capitalize on
potentials to increase value creation and growth. The Group is deliberately
targeting markets which promise future growth and will continue to do so, he
said. Bayer is now a leader in 80 percent of the businesses in which it
operates, and "only activities which can earn more than the capital costs in the
long term will remain in our portfolio."
As part of the corporate realignment, the Chairman said, medium-term profit
targets have been redefined. "Our targets are ambitious, but we believe they are
a realistic reflection of our strategic scenario," he said. Assuming that
overall economic demand will pick up from 2004 at the latest and without
counting possible portfolio changes, the Group is aiming for an EBITDA margin of
21 percent (2002: 10 percent) by 2006. In Polymers and Chemicals the medium-term
profit targets are 19 and 17 percent EBITDA, respectively, and 29 percent for
Bayer CropScience.
In HealthCare the profit target is 20 percent EBITDA. "We are very confident we
will also be able to significantly improve our performance in the HealthCare
field," said Wenning. The four divisions - Animal Health, Biological Products,
Consumer Care and Diagnostics - are already leading players in their respective
markets today. Bayer is currently making maximum efforts to strengthen the
earning power in Pharmaceuticals. This relates not only to the restructuring, in
which great progress has been made, but also to the launch of new products.
Wenning cited the very recent E.U. approval for Levitra and other very promising
launches such as Cipro XR in the United States and the availability of the
hypertension drug Kinzalmono in five European countries. Bayer's research is to
be concentrated on cardiovascular drugs, products to treat metabolic disorders,
and anti-infectives. Activities and investments in the field of cancer therapy
will be continuously expanded.
With these measures, already announced at the news conference in November 2002,
Bayer has strengthened its business in order to maximize the value of its
pharmaceutical activities. "This is an important precondition for finding a
strategic solution for our pharmaceuticals division, a process we are
energetically pursuing," said the Bayer CEO.
In his review of the financial statements for 2002, CFO Klaus Kuhn highlighted
the positive cash flow development and the related reduction of net debt to 8.9
billion euros. The operating cash flow rose by 3 percent to a little more than 3
billion euros. A reduction of 1.4 billion euros in working capital boosted net
cash flow by 15 percent to a record 4.4 billion euros. "We easily surpassed our
target of bringing indebtedness down to below 10 billion euros," said Kuhn.
"Achievement of this goal was aided by the reduction in capital expenditures,
aggressive working capital management and the proceeds of the divestment
program, which was successfully implemented despite difficult conditions on the
capital market."
Bayer is also taking a longer-term view of its financing and will continue to
pursue its sound financing policy in the future, Kuhn stressed. The proceeds of
divestments already agreed upon will be used primarily to repay debt.
"Thanks to consistent reduction in debt, Bayer therefore continues to have a
very healthy balance sheet," said Kuhn. Total assets rose by 4.7 billion to 41.7
billion euros. Financial liabilities increased by a net amount of 2.8 billion
euros due to the financing of the ACS takeover. Stockholders' equity fell by 1.6
percent to 15.3 percent, mainly because of currency factors, and equity coverage
of total assets was thus 37 percent.
Leverkusen, March 13, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F). The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
Exhibit 14
Bayer Pleased With Verdict in Corpus Christi, Texas Baycol Case
---------------------------------------------------------------
Leverkusen - Bayer said it is pleased that the jury in the Corpus Christi, Texas
U.S.A. Baycol trial reached a verdict in its favor. The verdict validates
Bayer's assertion that the company acted responsibly in the development,
marketing and voluntary withdrawal of Baycol.
Bayer will now turn its attention to the other pending Baycol cases to analyze
the specific circumstances of each case and the nature of the claims. It is
Bayer's intention to pursue its policy of seeking to fairly compensate anyone
who experienced serious side effects from Baycol, regardless of whether we have
valid legal defenses to such claims. At the same time, where an examination of
the facts indicates that Baycol played no role in the patient's medical
situation, or where a settlement is not achieved, Bayer will continue to defend
itself vigorously as it did in the Corpus Christi case.
Leverkusen, March 18, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F). The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
Exhibit 15
Bayer CropScience: Completion of product sale to BASF
-----------------------------------------------------
Divestments subsequent to acquisition of Aventis CropScience
-------------------------------------------------------------
Monheim - Bayer CropScience AG today announced the sale of a package of selected
insecticides and fungicides to BASF AG while retaining certain back-licenses for
non-agricultural applications. The total package with sales of EUR 500 million
in 2001 is valued at EUR 1,330 million. Taking into consideration the
back-licenses, the cash purchase price amounts to EUR 1,185 million.
"With the completion of this transaction we have fulfilled the conditions
imposed by the anti-trust-authorities as part of the Aventis CropScience
acquisition," emphasized Dr. Jochen Wulff, Chairman of the Board of Management
of Bayer CropScience AG.
The approval by the European Commission was granted a few days ago, the
affirmative decisions of the US-Federal Trade Commission (FTC) and further
anti-trust-authorities have already been obtained. The outstanding
authorizations in certain countries (e.g. Germany) are expected shortly. Until
then Bayer CropScience will carry on the business in these countries under
supervision of the trustees of the European Commission and US-Federal Trade
Commission.
"With license rights within the scope of the EU and FTC consent order to market
Fipronil and its mixtures, we retain access to certain non-agricultural markets
and wish to further expand our position in this area. With the successful
integration of Bayer CropScience and our strong presence in the global markets,
we continue to focus our efforts on building the leading crop science business
in the industry," added Wulff.
In accordance with the respective consent orders, the agreements with BASF
contain assets and rights related to the two insecticide active ingredients
Fipronil (world-wide, except China) and Ethiprole (Europe). Also included are a
number of fungicides (active ingredients: Prochloraz, Iprodione, Triticonazole,
Fluquinconazole and Pyrimethanil), primarily in Europe, and based on a
non-exclusive license for seed treatment applications outside of Europe. The
manufacturing facilities for Fipronil, Triticonazole, and Iprodione, located at
Elbeuf, France, employ about 340 persons and are also part of the transaction.
Bayer CropScience, a subsidiary of Bayer AG with annual sales of some EUR 6
billion, is one of the world's leading innovative crop science companies in the
areas of crop protection, seeds and green biotechnology, as well as
non-agricultural pest control. The company offers an outstanding range of
products and extensive service backup for modern, sustainable agriculture and
for non-agricultural applications. Bayer CropScience has a global workforce of
more than 20,000 and is represented in 122 countries, ensuring proximity to
dealers and consumers.
Monheim, March, 24, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F). The company assumes no liability whatsoever to update these
forward-looking statements or to conform them to future events or developments.
Exhibit 16
Excellent addition to the cardiovascular portfolio
--------------------------------------------------
Bayer launches Kinzalmono(R) and Kinzalkomb(R)
----------------------------------------------
Innovative drug products for the treatment of high blood pressure
-----------------------------------------------------------------
Leverkusen - Bayer has launched an innovate hypertension drug with the trade
name Kinzalmono(R) (active ingredient: telmisartan) in Germany, with launches in
other European countries scheduled for the coming weeks. The active substance
will also be available together with a diuretic in a combination product called
Kinzalkomb(R). Sartans, the group of active substances to which telmisartan
belongs, are among the most modern and effective drugs for the treatment of high
blood pressure.
Dr. Christa Kreuzburg, Head of Europe in Bayer HealthCare's Pharmaceuticals
Division, commented on the launch by saying, "Kinzalmono(R) and Kinzalkomb(R)
are excellent additions to our comprehensive range of cardiovascular risk
management products. First Levitra(R) and Cipro(R) XR for the treatment of
severe urinary tract infections, now Kinzalmono(R) and Kinzalkomb(R): 2003 is
turning out to be an eventful year for Pharma in terms of product launches!"
Telmisartan, the product's active ingredient, is an angiotensin II receptor
blocker, i.e. it blocks the receptor for the blood pressure-raising hormone
angiotensin II. Clinical trials have shown that once daily administration of the
active substance ensures a powerful blood pressure-lowering effect over a
24-hour period.
In late 2002, Bayer signed a licensing agreement with Boehringer Ingelheim to
market Kinzalmono(R) and Kinzalkomb(R). Telmisartan and the combination product
containing telmisartan and a diuretic were developed by Boehringer Ingelheim.
Bayer will initially launch the product in Germany, with further launches in the
Netherlands, Switzerland, Denmark, Sweden and Finland to follow in the coming
weeks. The products will be launched in Norway and Belgium in fall 2003. Bayer
and Boehringer Ingelheim intend to investigate within the context of the
collaboration whether the comarketing agreement can be further extended to other
countries.
Leverkusen, March 26, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Forward-Looking Statements
--------------------------
This news release contains forward-looking statements based on current
assumptions and forecasts made by Bayer Group management. 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 our public reports filed with the Frankfurt Stock
Exchange and with the U.S. Securities and Exchange Commission (including our
Form 20-F). The company
assumes no liability whatsoever to update these forward-looking statements or to
conform them to future events or developments.
Exhibit 17
Dear Ladies and Gentlemen,
Herewith we would like to inform you that the next Baycol update will be given
on our upcoming Annual Stockholders' Meeting on April 25, 2003 and on that day
at 11:00 a.m. (CET) be available on our website:
www.investor.bayer.com
----------------------
Leverkusen, April 17, 2003
Bayer AG, Investor Relations contacts:
--------------------------------------
Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Bayer Aktiengesellschaft
(Registrant)
Date: April 24, 2003 By: /s/ ROSAR
-----------------------------
Name: Dr. Alexander Rosar
Title: Head of Investor Relations
/s/ BUCHMEIER
------------------------------
Name: Dr. Armin Buchmeier
Title: Senior Counsel