Obbligazione Bayris 3.125% ( XS2077670342 ) in EUR

Emittente Bayris
Prezzo di mercato refresh price now   100 EUR  ▲ 
Paese  Germania
Codice isin  XS2077670342 ( in EUR )
Tasso d'interesse 3.125% per anno ( pagato 1 volta l'anno)
Scadenza 12/11/2079



Prospetto opuscolo dell'obbligazione Bayer XS2077670342 en EUR 3.125%, scadenza 12/11/2079


Importo minimo 100 000 EUR
Importo totale 750 000 000 EUR
Coupon successivo 12/11/2025 ( In 178 giorni )
Descrizione dettagliata Bayer è una multinazionale tedesca operante nei settori farmaceutico, agrochimico e dei materiali polimerici.

The Obbligazione issued by Bayris ( Germany ) , in EUR, with the ISIN code XS2077670342, pays a coupon of 3.125% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 12/11/2079







Prospectus
Dated 8 November 2019




BAYER AKTIENGESELLSCHAFT
(incorporated in the Federal Republic of Germany)
as Issuer
EUR 1,000,000,000
Subordinated Resettable Fixed Rate Notes due November 2079
with a First Call Date February 2025
and
EUR 750,000,000
Subordinated Resettable Fixed Rate Notes due November 2079
with a First Call Date August 2027

Bayer Aktiengesellschaft (the "Issuer" or "Bayer AG" and together with its consolidated subsidiaries, the
"Bayer Group", "Group" or "Bayer") will issue (i) EUR 1,000,000,000 in aggregate principal amount of
subordinated notes subject to interest rate reset at 5 year intervals commencing on the first reset date on
12 May 2025 (the "NC5.5 Notes") and (ii) EUR 750,000,000 in aggregate principal amount of subordinated
notes subject to interest rate reset at 5 year intervals commencing on the first reset date on
12 November 2027 (the "NC8 Notes" and, together with the NC5.5 Notes, the "Notes" and each a "Series")
each on 12 November 2019 (the "Issue Date") at an issue price of 99.373 % of their principal amount in
respect of the NC5.5 Notes (the "NC5.5 Issue Price") and 100 % of their principal amount in respect of
the NC8 Notes (the "NC8 Issue Price" and together, with the NC5.5 Issue Price, each an "Issue Price")
(the "Offering"). The Notes are issued in denominations of EUR 100,000 each (the "Specified
Denomination").
The NC5.5 Notes shall bear interest on their principal amount (i) from and including the Issue Date to but
excluding 12 May 2025 (the "NC5.5 First Reset Date") at a rate of 2.375 % per annum (the "NC5.5 Fixed
Interest Rate"); (ii) from and including the NC5.5 First Reset Date to but excluding 12 May 2030 at the
relevant 5-year swap rate for the relevant reset period plus a margin of 264.7 basis points per annum
(the "NC5.5 Initial Margin"); (iii) from and including 12 May 2030 to but excluding 12 May 2045 at the
relevant 5-year swap rate for the relevant reset period plus a first step-up margin (being equal to the
NC5.5 Initial Margin plus 25 basis points per annum); and (iv) from and including 12 May 2045 to but
excluding 12 November 2079 (the "Maturity Date") at the relevant 5-year swap rate for the relevant reset
period plus a second step-up margin (being equal to the NC5.5 Initial Margin plus 100 basis points per
annum).
The NC8 Notes shall bear interest on their principal amount (i) from and including the Issue Date to but
excluding 12 November 2027 (the "NC8 First Reset Date") at a rate of 3.125 % per annum (the
"NC8 Fixed Interest Rate"); (ii) from and including the NC8 First Reset Date to but excluding
12 November 2032 at the relevant 5-year swap rate for the relevant reset period plus a margin of 310.8 basis
points per annum (the "NC8 Initial Margin"); (iii) from and including 12 November 2032 to but excluding




12 November 2047 at the relevant 5-year swap rate for the relevant reset period plus a first step-up margin
(being equal to the NC8 Initial Margin plus 25 basis points per annum); and (iv) from and including
12 November 2047 to but excluding 12 November 2079 (the "Maturity Date") at the relevant 5-year swap
rate for the relevant reset period plus a second step-up margin (being equal to the NC8 Initial Margin plus
100 basis points per annum).
During each interest period, interest will be paid annually in arrear, with respect to the NC5.5 Notes on
12 May of each year, and, in respect of the NC8 Notes on 12 November of each year (each an "Interest
Payment Date"), commencing with respect to the NC5.5 Notes on 12 May 2020 (short first coupon), and,
with respect to the NC8 Notes on 12 November 2020. The Issuer will be entitled to defer payments of
interest on any Interest Payment Date ("Arrears of Interest") and may pay such Arrears of Interest
voluntarily at any time, but only has to pay such Arrears of Interest under certain circumstances as laid out
in the terms and conditions of the Notes (the "Terms and Conditions").
Each Series of Notes may be separately redeemed in whole but not in part at the option of the Issuer at an
amount per Note equal to the Specified Denomination plus (i) interest accrued on the Note to but excluding
the date of redemption but yet unpaid and (ii) any outstanding Arrears of Interest due and payable, (A) in
case of the NC5.5 Notes, with effect (i) as of any date during the period from and
including12 February 2025 (the "NC5.5 First Call Date") to and including the NC5.5 First Reset Date and
(ii) on any Interest Payment Date thereafter; and (B) in case of the NC8 Notes, with effect (i) as of any date
during the period from and including 12 August 2027 (the "NC8 First Call Date" and together with the
NC5.5 First Call Date, each a "First Call Date") to and including the NC8 First Reset Date and (ii) on any
Interest Payment Date thereafter.
The Issuer may also redeem each Series of Notes separately in whole but not in part at any time before the
First Call Date following a Rating Event, a Tax Deductibility Event or a Gross-up Event at the Early
Redemption Amount (each as defined in the applicable Terms and Conditions). Additionally, the Issuer
may redeem the Notes, in whole but not in part, if the Issuer has purchased or redeemed at least 80% of the
originally issued aggregate principal amount of the Notes.
The Notes will initially be represented by a temporary global note (a "Temporary Global Note"), without
interest coupons, which will be exchangeable in whole or in part for a permanent global note (a "Permanent
Global Note") without interest coupons, not earlier than 40 days after the Issue Date (the "Exchange
Date"), upon certification as to non-U.S. beneficial ownership. The Notes will be issued in bearer form.
The Global Notes will deposited with a common depositary for Clearstream Banking S.A and Euroclear
Bank SA/NV (together, the "Clearing System").
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 6.3 of Regulation
(EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the
"Prospectus Regulation"). This Prospectus will be published in electronic form on the website of the
Luxembourg Stock Exchange (www.bourse.lu).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg
(the "CSSF"), which is the Luxembourg competent authority under the Prospectus Regulation. The CSSF
only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the Prospectus Regulation. Such approval should neither be considered as an endorsement of
the Issuer that is subject of this Prospectus nor of the quality of the securities that are the subject of this
Prospectus. Further, by approving this Prospectus, the CSSF gives no undertaking as to the economic and
financial soundness of the transaction or the quality or solvency of the Issuer Article 6(4) of Luxembourg
Law of 16 July 2019 on Prospectuses for securities (the "Prospectus Law").
This Prospectus will be valid for a period of 12 months after its approval for admission to trading of the
Notes on a regulated market until 7 November 2020. In case of a significant new factor, material mistake
or material inaccuracy relating to the information included in this Prospectus which may affect the
assessment of the Notes and which arises or is noted between the time when this Prospectus is approved
and the time when trading of the Notes begins on the regulated market of the Luxembourg Stock Exchange,
the Issuer will prepare and publish a supplement to this Prospectus without undue delay in accordance with
Article 23 of the Prospectus Regulation.
Investors should make their own assessment as to the suitability of investing in such Notes.
- ii -




Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the Official
List of the Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg Stock Exchange's
Regulated Market. The Luxembourg Stock Exchange's Regulated Market is a regulated market for the
purposes of Directive 2014/65/EU (as amended, "MiFID II").
Joint Bookrunners and Co-ordinating Banks
BNP PARIBAS
BofA Securities
MUFG
Joint Bookrunners
Crédit Agricole CIB
ING
Santander Corporate &
Investment Banking
SMBC Nikko
UniCredit Bank

- iii -




RESPONSIBILITY STATEMENT
Bayer AG with its registered office in Leverkusen is solely responsible for the information given in this
Prospectus and for the information relating to the Notes.
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
NOTICES
This Prospectus should be read and construed with any supplement thereto and with any other documents
incorporated by reference.
The Issuer has confirmed to BNP Paribas, Merrill Lynch International, MUFG Securities (Europe) N.V.,
Banco Santander, S.A., Crédit Agricole Corporate and Investment Bank, ING Bank N.V., SMBC Nikko
Capital Markets Europe GmbH and UniCredit Bank AG (together, the "Joint Bookrunners") that this
Prospectus is true and accurate in all material respects and is not misleading; that any opinions and
intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other
facts with respect to the Issuer, the omission of which would make this Prospectus as a whole or any
statement herein or opinions or intentions expressed herein misleading in any material respect; and that all
reasonable enquiries have been made to verify the foregoing.
The Issuer has undertaken with the Joint Bookrunners to prepare a supplement to this Prospectus or a new
prospectus in the event that any significant new factor, material mistake or inaccuracy relating to the
information included in this Prospectus, which is capable of affecting the assessment of the Notes, arises
or is noted after the date of this Prospectus.
No person has been authorized by the Issuer to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other document entered into in relation to the
Notes or any information supplied by any Issuer or such other information as is in the public domain and,
if given or made, such information or representation should not be relied upon as having been authorized
by the Issuer, the Joint Bookrunners or any individual Joint Bookrunner.
No representation or warranty is made or implied by the Joint Bookrunners or any of their respective
affiliates, and neither the Joint Bookrunners nor any of their respective affiliates make any representation
or warranty or accept any responsibility, as to the accuracy or completeness of the information contained
in this Prospectus.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Prospectus is true subsequent
to the date upon which this Prospectus has been published or most recently supplemented or that there has
been no adverse change in the financial position of the Issuer since the date hereof or, as the case may be,
the date upon which this Prospectus has been most recently supplemented or the balance sheet date of the
most recent financial statements which are deemed to be incorporated into this Prospectus by reference is
correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration
the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended,
the "Insurance Distribution Directive"), where that customer would not qualify as a professional client
- iv -




as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required
by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the EEA has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
Following the respective First Reset Date, amounts payable under the Notes are calculated by reference to
the annual swap rate for swap transactions denominated in Euro with a term of 5 years, which appears on
the Reuters Screen Page ICESWAP2 and which is provided by ICE Benchmark Administration Limited
("IBA"). As at the date of this Prospectus, IBA appears on the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to article
36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmark Regulation").
This document may only be communicated or caused to be communicated in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and will include Notes in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to, or for the benefit of, U.S. persons, see "Selling Restrictions".
The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus come are required to inform themselves
about and observe any such restrictions. For a description of the restrictions applicable in the United States
of America, the United Kingdom and the European Economic Area see "Selling Restrictions".
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the
extent of their exposure to risks and that they consider the suitability of the Notes as an investment in light
of their own circumstances and financial condition. Investing in the Notes involves certain risks. Please
review the section entitled "Risk Factors" beginning on page 1 of this Prospectus.
This Prospectus may not be used for the purpose of an offer or solicitation (i) by anyone in any
jurisdiction in which such offer or solicitation is not authorized or (ii) to any person to whom it is
unlawful to make such an offer or solicitation.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase Notes and should
not be considered as a recommendation by the Issuer or any Joint Bookrunners that any recipient of this
Prospectus should subscribe for or purchase Notes. Each recipient of this Prospectus shall be taken to have
made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
This Prospectus contains assessments of market data and information derived therefrom which could not
be obtained from any independent sources. Such information is based on the Issuer's own internal
assessments and may therefore deviate from the assessments of competitors of Bayer AG or future statistics
by independent sources. As regards the market positions of Bayer AG, Bayer AG's own estimations are
mainly based on company data which either is derived from information by competitors or from data
provided by independent research companies.
For the avoidance of doubt the content of any website referred to in this Prospectus does not form part of
this Prospectus and has not been scrutinized or approved by the CSSF.
The language of this Prospectus is English. Any part of this Prospectus in the German language constitutes
a translation except for the Terms and Conditions where the English part constitutes a translation. The
German text of the Terms and Conditions is controlling and binding. In respect of the documents
incorporated by reference, the German language version is controlling and binding in relation to the
documents listed in the table of documents incorporated by reference in the section "Documents
Incorporated by Reference".
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the
Joint Bookrunners the foregoing representations, warranties, agreements and undertakings will be given by
and be binding upon both the agent and its underlying client.
- v -




IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (THE "STABILISING
MANAGER") (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER)
MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR.
ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS
MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION
OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER (OR
ANY PERSON ACTING ON BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.

ALTERNATIVE PERFORMANCE MEASURES
Certain terms used in this Prospectus and financial measures presented in the documents incorporated by
reference are not recognised financial measures under International Financial Reporting Standards as
adopted by the European Union ("IFRS") ("Alternative Performance Measures") and may therefore not
be considered as an alternative to the financial measures defined in the accounting standards in accordance
with generally accepted accounting principles. The Issuer has provided these Alternative Performance
Measures because it believes they provide investors with additional information to assess the economic
situation of the Issuer's business activities. The definition of the Alternative Performance Measures may
vary from the definition of identically named alternative performance measures used by other companies.
The Alternative Performance Measures used by the Issuer should not be considered as an alternative to
measures of operating performance or financial standing derived in accordance with IFRS. These
Alternative Performance Measures have limitations as analytical tools and should not be considered in
isolation or as substitutes for the analysis of the consolidated results or liabilities as reported under IFRS.

FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts and events but is based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified
by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend",
"may", "plan", "predict", "project", "will" and similar terms and phrases, including references and
assumptions. This applies, in particular, to statements in this Prospectus containing information on future
earning capacity, plans and expectations regarding the Bayer Group's business and management, its growth
and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuer makes to the best of its present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including the Bayer Group's financial
condition and results of operations, to differ materially from and be worse than results that have expressly
or implicitly been assumed or described in these forward-looking statements. The Bayer Group's business
is also subject to a number of risks and uncertainties that could cause a forward-looking statement, estimate
or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly advised to read
the following sections of this Prospectus: "Risk Factors" and "Bayer AG". These sections include more
detailed descriptions of factors that might have an impact on the Bayer Group's business and the markets
in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, neither the Issuer nor the Joint Bookrunners assume any obligation, except as required
by law, to update any forward-looking statement or to conform these forward-looking statements to actual
events or developments.
- vi -




CONSENT TO THE USE OF THE PROSPECTUS
The Issuer does not consent to the use of this Prospectus for the subsequent resale or final placement of the
Notes.

- vii -




TABLE OF CONTENTS

PAGE
RISK FACTORS .......................................................................................................................................... 1
TERMS AND CONDITIONS .................................................................................................................... 11
DESCRIPTION OF BAYER AG AND THE BAYER GROUP................................................................ 53
TAXATION ............................................................................................................................................... 70
OFFER AND SUBSCRIPTION OF THE NOTES .................................................................................... 74
SELLING RESTRICTIONS ...................................................................................................................... 75
GENERAL INFORMATION .................................................................................................................... 77
CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION AS OF 30 SEPTEMBER
2019 ............................................................................................................................................................ 80
LIQUID ASSETS AND NET FINANCIAL DEBT AS OF 30 SEPTEMBER 2019 ................................. 86
INCORPORATION BY REFERENCE ..................................................................................................... 87


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RISK FACTORS
The following is a disclosure of risk factors that are material to the Notes issued in order to assess the
market risk associated with these Notes and risk factors that may affect the Issuer's ability to fulfil its
obligations under the Notes. Prospective investors should consider these risk factors before deciding to
purchase Notes issued under this Prospectus. Prospective investors should consider all information
provided in this Prospectus and consult with their own professional advisers if they consider it necessary.
In addition, investors should be aware that the risks described may combine and thus intensify one another.
Risk Factors in respect of Bayer
Risks are classified as high, medium or low to assess their materiality regarding the overall risk portfolio
of Bayer, whereas the classification is based on a combination of impact and likelihood. The extent of the
impact is rated according to quantitative (i.e. on our future cash flow generation) and/or qualitative factors
(e. g. impact on our reputation). The likelihood of occurrence is assessed based on a maximum period of
10 years.
Risk Assessment Matrix
Severe/
>2,500
Major/

>1,500 ­ 2,500
ev

i
t
t
c
ati
t
)
Significant/
ap n n
a
oi
>750 ­ 1,500
mi
ll

u
i
l
q
a

i
/
m
t


e
R
Medium/
ne v
t
it U
>250 ­ 750
o
a
E(
P
tilauq
Moderate/
>150 ­ 250
Likelihood of occurrence in a 10-year period (%)
Very unlikely
Unlikely
Possible
Likely
Very likely
<10%
10%­30%
30%­50%
50%­70%
>70%
High
Medium
Low
Risks to be reported externally

For purpose of this Prospectus, risks that are below the external reporting threshold are assessed as "low",
regardless of their likelihood.
The risks outlined in the following section may generally have a quantitative impact; additional qualitative
impacts particularly focussing on our reputation are described for the respective risks.
I.
Strategic Risks
Social and macroeconomic trends (high)
Changes in political, social and macroeconomic factors such as economic growth, life expectancy,
population size and consumer behavior as well as societal trends, political crises and instability may result
in risks for Bayer.
Modern agricultural methods, such as the application of certain classes of crop protection products and the
use of genetic engineering, are regularly the subject of intense public debate and can negatively impact our
reputation. The increased risk of an increasingly negative public debate that is not primarily based on
science may lead to legislative and regulatory decisions that significantly limit the use of our products or
even result in voluntary or mandated product withdrawals.
In the Crop Science segment, seasonal and macroeconomic factors in particular can unfavorably impact our
business. Our markets are cyclical and are shaped by economic developments and factors including
fluctuating weather conditions and pest pressure.
- 1 -




Market developments (medium)
In the Crop Science segment, we could face increased competition in the seed and crop protection industry.
Consolidation processes as well as aggressive marketing and pricing strategies ­ not only for generic
products ­ could negatively impact our profitability. In addition, increasing digitalization in the agriculture
sector, such as the growing use of robotics, could lead to the rise of new players.
The risk of existing business models undergoing rapid change as a result of digitalization and new digital
products is also present in the Consumer Health segment. Digitalization is a key factor in gaining a
competitive advantage. If we fail to adequately integrate this development into our existing business
models, we could lose customers and market share.
Regulatory changes (medium)
Our business activity is subject to extensive regulations that may change. For example, further restrictions
could be imposed on the sale and use of various crop protection products, or the pricing of pharmaceutical
products could be more strictly regulated. Residues of agrochemical products in the environment could also
be subject to more stringent regulation. In addition, regulatory changes could also affect agricultural imports
from other parts of the world and therefore our business in those regions. Moreover, regulatory changes
may generally give rise to uncertainty regarding our future patent protection. They can also lead to higher
product development costs and longer duration or even necessitate adjustments to our product portfolio,
which may in turn negatively impact our reputation.
Business strategy (medium)
As a globally operating, innovation-oriented and diversified company, we are exposed to various strategic
risks in all our segments. Where it appears strategically advantageous, we look to supplement our organic
growth through measures such as acquisitions and / or inlicensing.
Such strategic measures may give rise to challenges at our Pharmaceuticals segment in connection with the
inlicensing and / or the acquisition of new products required to achieve the inorganic growth targeted, in
part due to the increasing difficulty in identifying suitable candidates on economically acceptable
conditions.
In connection with the increasing digitalization of farming, our Crop Science segment faces the challenge
of developing ­ and successfully marketing ­ optimal products and tools.
II.
Operational Risks
Research and development (high)
We cannot ensure that we will identify a sufficient number of research candidates and that all of the products
we are currently developing or will develop in the future will obtain their planned approval / registration or
achieve commercial success. This may result from the failure to meet technical, capacity- and time-related
requirements or the inability to meet trial objectives in product development, among other factors. The
performance of our research partners could also have a limiting impact in this respect. Delays or cost
overruns might occur during product registration or launch.
Technological advances in pharmaceutical product development are likewise influenced by digitalization,
which can also present a risk for us if we are not in a position to shape this development.
In the Crop Science segment, we anticipate challenges faced in developing and introducing product
solutions in agriculture, including longer and more costly development cycles or stricter regulatory
requirements.
If weeds or pests show signs of resistance against Crop Science´s products and Crop Science is unable to
develop and market new formulae or treatments which perform well in the face of resistances, our sales
volume could decline.
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