Apollo - Bayer Asset Management

WA-70029

The proposed transaction involves the acquisition by AP Emerald (Luxembourg) S.à r.l. of a minority share of Bayer Asset Management B.V. from Bayer Global Investments B.V. (the **Acquisition**). Bayer Global Investments B.V. will retain a majority share in Bayer Asset Management B.V. At closing of the Acquisition, Bayer Asset Management B.V. will indirectly hold 100% of the shares in Bayer Oy. AP Emerald (Luxembourg) S.à r.l. is a special purpose vehicle which is indirectly managed and advised by affiliates of Apollo Capital Management, L.P., a wholly-owned indirect subsidiary of Apollo Global Management, Inc. (together with its indirect subsidiaries managing the investment fund, **Apollo**). Apollo is a global alternative asset manager headquartered in New York. Bayer Asset Management B.V. is a newly incorporated entity wholly owned by Bayer Global Investments B.V. Bayer Global Investments B.V. is ultimately controlled by Bayer Aktiengesellschaft (together with its subsidiaries, **Bayer**). Bayer is a globally active life science company with its headquarters in Leverkusen, Germany. Bayer conducts its business in three divisions: pharmaceuticals, consumer health and crop science. Bayer Oy, which is headquartered in Turku, Finland, produces long-acting reversible contraceptives.