Bayer HealthCare Completes Acquisition of Western OTC Cough and Cold Business of Topsun Science and Technology

Significantly Strengthens Consumer Care Division’s Business in High Growth Chinese OTC Market.

Leverkusen. - Bayer HealthCare (BHC) announced today that BHC’s Consumer Care Division has achieved the necessary regulatory approvals to complete the acquisition of the Western over-the-counter (OTC) cough and cold portfolio of Topsun Science and Technology Qidong Gaitianli Pharmaceutical Co., Ltd by Bayer Healthcare Company Limited in China. Bayer will pay Topsun RMB 1,072 million (approximately EUR 100 million) plus contingent payments of RMB 192 million (approximately EUR 18 million) subject to fulfillment of certain performance criteria.

This acquisition substantially increases Bayer Consumer Care’s presence in China, one of the fastest growing OTC markets in the world. The personnel and assets related to the acquired business, including the Gaitianli manufacturing facility in Qidong City, JiangSu Province, and a national sales force and distribution network associated with the brands will transfer to Bayer Healthcare Company Limited and operate within the Consumer Care Division. Completion of the transaction is scheduled for July 1, 2008.

Commenting on the acquisition, Arthur Higgins, Chairman of Bayer HealthCare said, “With this transaction Bayer HealthCare follows its global strategy to invest in and grow in emerging markets such as China, one of the most dynamic OTC markets in the world. It further underscores our commitment to maintain a diversified healthcare portfolio incorporating both the pharmaceutical and consumer healthcare sectors.”

Gary Balkema, President of Bayer HealthCare’s Consumer Care Division, added, “the combined organizations, including our people, our brands and our manufacturing capabilities, create a bigger, stronger and more competitive entity better positioned to succeed. We are delighted to close this transaction and kick-off our integration efforts immediately.”

The Cough & Cold portfolio of Topsun includes White and Black, a leading brand in an important consumer healthcare category, and will allow Bayer to compete more effectively in the OTC arena in China. Increased marketing and selling investments will not only strengthen the acquired brands, but will also have a positive impact on Bayer’s existing OTC portfolio, which includes gastrointestinal, nutritional, dermatological and analgesic products such as Talcid®, Redoxon®, Canesten®, Saridon®, Elevit, Mycospor and BayAspirin plus C.