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Bayer

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This article is about the company. For other uses, seeBayer (disambiguation).
Not to be confused withBayern.

Bayer AG(English:/ˈbaɪ.ər/,commonly pronounced/ˈbeɪər/;[3]German:[ˈbaɪɐ]) is a Germanmultinationalpharmaceuticalandbiotechnologycompany and is one of the largestpharmaceutical companiesandbiomedical companiesin the world. Headquartered inLeverkusen,Bayer's areas of business include: pharmaceuticals, consumer healthcare products,agricultural chemicals,seeds and biotechnology products. The company is a component of theEURO STOXX 50stock market index.[4]

Bayer AG
Company typePublic
Industry
Founded1 August 1863;161 years ago(1863-08-01)[1]
FounderFriedrich Bayer
HeadquartersLeverkusen,North Rhine-Westphalia,Germany
Area served
Worldwide
Key people
Products
RevenueIncrease€50.74 billion(2023)[2]
Increase€7.01 billion (2022)[2]
Increase€4.15 billion (2022)[2]
Total assetsIncrease€124.9 billion (2022)[2]
Total equityIncrease€38.93 billion (2022)[2]
Number of employees
101,369 (2022)[2]
Websitebayer

Bayer was founded in 1863 inBarmenas a partnership between dye salesmanFriedrich Bayer(1825–1880) and dyer Friedrich Weskott (1821–1876). The company was established as adyestuffsproducer, but the versatility of aniline chemistry led Bayer to expand its business into other areas. In 1899, Bayer launched the compound acetylsalicylic acid under the trademarked nameAspirin.Aspirin is on theWorld Health Organization's List of Essential Medicines.[5]In 2021, it was the 34th most commonlyprescribed medicationin the United States, with more than 17million prescriptions.[6][7]

In 1904, Bayer received a trademark for the "Bayer Cross" logo, which was subsequently stamped onto each aspirin tablet, creating an iconic product that is still sold by Bayer.[citation needed]Other commonly known products initially commercialized by Bayer includeheroin,phenobarbital,polyurethanes,andpolycarbonates.[citation needed]

In 1925, Bayer merged with five other German companies to formIG Farben,creating the world's largest chemical and pharmaceutical company. The firstsulfonamideand the firstsystemicallyactive antibacterial drug, forerunner ofantibiotics,[8]Prontosil,was developed by a research team led byGerhard Domagkin 1932 or 1933 at the Bayer Laboratories. FollowingWorld War II,theAllied Control Councilseized IG Farben's assets[a][9]because of its role in theNaziwar effort and involvement inthe Holocaust,including using slave labour from concentration camps and humans for dangerous medical testing, and production ofZyklon B,a chemical used ingas chambers.[10]In 1951, IG Farben was split into its constituent companies, and Bayer was reincorporated as Farbenfabriken Bayer AG. After the war, Bayer re-hired several former Nazis to high-level positions, including convicted Nazi war criminals found guilty at theIG Farben TriallikeFritz ter Meer.[11][12]Bayer played a key role in theWirtschaftswunderin post-warWest Germany,quickly regaining its position as one of the world's largest chemical and pharmaceutical corporations.

In 2016, Bayer merged with the American multinationalMonsantoin what was the biggest acquisition by a German company to date.[13]However, owing to the massive financial and reputational blows caused by ongoing litigation concerning Monsanto's herbicideRoundup,the deal is considered one of the worst corporate mergers in history.[13][14][15][16]

Bayer owns theBundesligafootball clubBayer 04 Leverkusen.[17]

Early history

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Foundation

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Share of Farbenfabriken vorm. Friedr. Bayer & Comp in Elberfeld, issued 1 May 1908

Bayer AG was founded as adyestuffsfactory in 1863 inBarmen(later part ofWuppertal), Germany, byFriedrich Bayerand his partner, Johann Friedrich Weskott, a master dyer.[18]Bayer was responsible for the commercial tasks.Fuchsineandanilinebecame the company's most important products.[19]

The headquarters and most production facilities moved from Barmen to a larger area inElberfeldin 1866. Friedrich Bayer (1851–1920), the son of the company's founder, was a chemist and joined the company in 1873. After the death of his father in 1880, the company became a joint-stock company, Farbenfabriken vorm. Friedr. Bayer & Co, also known as Elberfelder Farbenfabriken.[20]

Bayer cross,Leverkusen

A further expansion in Elberfeld was impossible, so the company moved to the village Wiesdorf at Rhein and settled in the area of thealizarinproducerLeverkus and Sons.A new city,Leverkusen,was founded there in 1930 and became home to Bayer AG's headquarters. The company's corporate logo, the Bayer cross, was introduced in 1904, consisting of the wordBAYERwritten vertically and horizontally, sharing theYand enclosed in a circle.[21]An illuminated version of the logo is a landmark in Leverkusen.[22]

Aspirin

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Bottle of Bayer aspirin, 1899

Bayer's first major product wasacetylsalicylic acid—first described by French chemistCharles Frederic Gerhardtin 1853[23]—a modification ofsalicylic acidorsalicin,afolk remedyfound in thebarkof thewillowplant.[24][25]By 1899, Bayer's trademarkAspirinwas registered worldwide for Bayer's brand of acetylsalicylic acid, but it lost its trademark status in the United States, France and the United Kingdom after the confiscation of Bayer's US assets and trademarks duringWorld War Iby the United States, and because of the subsequent widespread usage of the word.[26]

Advert for Bayer Aspirin inLife magazine,1927

The termaspirincontinued to be used in theUS,UKandFrancefor all brands of the drug,[26]but it is still a registered trademark of Bayer in over 80 countries, including Canada, Mexico,GermanyandSwitzerland.As of 2011, approximately 40,000 tons of aspirin were produced each year and 10–20 billion tablets consumed in the United States alone for prevention of cardiovascular events.[27]It is on theWHO Model List of Essential Medicines,the most important medications needed in a basichealth system.[28]

There is an unresolved controversy over the roles played by Bayer scientists in the development of aspirin.Arthur Eichengrün,a Bayer chemist, said he was the first to discover an aspirin formulation that did not have the unpleasantside effectsofnauseaandgastric pain.He also said he had invented the nameaspirinand was the first person to use the new formulation to test its safety and efficacy. Bayer contends that aspirin was discovered byFelix Hoffmannto help his father, who hadarthritis.[29]Various sources support the conflicting claims.[30][31]Most mainstream historians attribute the invention of aspirin to Hoffmann and/or Eichengrün.[25][31]

Heroin

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Bayer Heroin bottle

Heroin(diacetylmorphine), now illegal as an addictive drug, was introduced as a non-addictive substitute formorphine,[32]and trademarked and marketed by Bayer from 1898 to 1910 as a cough suppressant and over-the-counter treatment for other common ailments, includingpneumoniaandtuberculosis.[33]While Bayer scientists were not the first to make heroin, the company did lead the way in commercializing it.[34]Heroinwas a Bayer trademark until after World War I.[35]Bayer's director of pharmacology did not want the drug to have "too complicated a name" so Bayer settled on heroisch, the German word for heroic.[36]

Phenobarbital

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In 1903, Bayer licensed the patent for the hypnotic drugdiethylbarbituric acidfrom its inventors Emil Fischer and Joseph von Mering. It was marketed under the trade name Veronal as a sleep aid beginning in 1904. Systematic investigations of the effect of structural changes on potency and duration of action at Bayer led to the discovery ofphenobarbitalin 1911 and the discovery of its potent anti-epileptic activity in 1912. Phenobarbital was among the most widely used drugs for the treatment ofepilepsythrough the 1970s, and as of 2014 it remains on the World Health Organization's list of essential medications.[37][38]

World War I

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Bayer advertisement, 1911

DuringWorld War I(1914–1918), Bayer's assets, including the rights to its name and trademarks, were confiscated in the United States, Canada and several other countries.[39]In the United States and Canada, Bayer's assets and trademarks, including the well-known Bayer cross, were acquired bySterling Drug,a predecessor ofSterling Winthropand were not reclaimed until 1994.

Throughout the war, Bayer was involved in production and development of various chemical weapons. In 1914, Bayer manufactureddianisidine chlorosulfatefor use in 105 mm artillery shell, intended as a lung irritant against British forces.[40][41]

In 1916, Bayer scientists discoveredsuramin,an anti-parasitedrug that is still sold by Bayer under the brand name Germanin. The formula of suramin was kept secret by Bayer for commercial reasons, but it was elucidated and published in 1924 byErnest Fourneauand his team at thePasteur Institute.[42][43]It is on theWorld Health Organization's List of Essential Medicines.[44]

IG Farben

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In 1925, Bayer became part ofIG Farben,a German conglomerate formed from the merger of six chemical companies:BASF,Bayer,Hoechst(includingCassellaandKalle & Co.[de]),Agfa,Chemische Fabrik Griesheim-Elektron, andChemische Fabrik vorm. Weiler Ter Meer.[45]In the 1930s,Gerhard Domagk,director of Bayer's Institute of Pathology and Bacteriology, working with chemists Fritz Mietzsch and Joseph Klarer, discoveredprontosil,the first commercially available antibacterial drug.[46]The discovery and development of this firstsulfonamidedrug opened a new era in medicine.[47][page needed]Domagk won the Nobel Prize in Physiology or Medicine in 1939 "for the discovery of the antibacterial effects of prontosil".[48]He was forced by theNazi Partyto relinquish the reward; German citizens had been forbidden from accepting Nobel prizes since the Nobel committee had awarded the 1935 Nobel Peace Prize to a German pacifist,Carl von Ossietzky.[49]

World War II and the Holocaust

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Further information:Forced labor in Nazi concentration campsandIG Farben Trial

IG Farben,Bayer's parent company, usedslave labourin factories it built inNazi concentration camps,most notably in theMonowitz concentration camp(known as Auschwitz III), part of theAuschwitz camp complexin German-occupied Poland.[50][51]By 1943, almost half of IG Farben's 330,000-strong workforce consisted of slave labour or conscripts, including 30,000 Auschwitz prisoners.[52]

Helmuth Vetter,an Auschwitz camp physician, SS captain and employee of the Bayer group within IG Farben conducted medical experiments on inmates at Auschwitz and at theMauthausen concentration camp.[53][54]In one study of an anaesthetic, the company paid RM 170 per person for the use of 150 female inmates of Auschwitz.[55][56]A Bayer employee wrote toRudolf Höss,the Auschwitz commandant: "The transport of 150 women arrived in good condition. However, we were unable to obtain conclusive results because they died during the experiments. We would kindly request that you send us another group of women to the same number and at the same price."[57]

After the war, theAllied Control Councilseized IG Farben for "knowingly and prominently... building up and maintaining German war potential".[a][9]It was split into its six constituent companies in 1951, then split again into three: BASF, Bayer and Hoechst.[58][59]Bayer was at that point known as Farbenfabriken BayerAG;it changed its name to Bayer AG in 1972.[18]After the war, some employees of Bayer appeared in the IG Farben Trial, one of the Nuremberg Subsequent Tribunals under US jurisdiction. Among them wasFritz ter Meer,who helped to plan the Monowitz camp (Auschwitz III) and IG Farben's Buna Werke factory at Auschwitz, where medical experimentation had been conducted and where 25,000 forced laborers were deployed. Ter Meer was sentenced to seven years,[60]but was released in 1950. Despite being a convictednazi war criminal,[11]Ter Meer was elected aschairmanof Bayer AG'ssupervisory boardin 1956, a position he retained until 1964.[61]

Helge Wehmeier, then CEO of Bayer, offered a public apology in 1995 toElie Wieselfor the company's actions duringWorld War II(1939–1945) andthe Holocaust.[62]

Products

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Overview

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In 1953, Bayer brought the first neuroleptic (chlorpromazine) onto the German market.[63]In the 1960s, Bayer introduced a pregnancy test,Primodos,that consisted of two pills that containednorethisterone(as acetate) andethinylestradiol.It detected pregnancy by inducingmenstruationin women who were not pregnant; the presence or absence of menstrual bleeding was then used to determine whether the user was pregnant. The test became the subject of controversy when it was blamed forbirth defects,and it was withdrawn from the market in the mid-1970s. Litigation in the 1980s ended inconclusively. A review of the matter by theMedicines and Healthcare products Regulatory Agencyin 2014 assessed the studies performed to date and found the evidence for adverse effects to be inconclusive.[64]

Bayer has ownedAlka-Seltzersince 1978.

In 1978, Bayer purchasedMiles Laboratoriesand its subsidiaries Miles Canada andCutter Laboratories,acquiring along with them a variety of product lines includingAlka-Seltzer,Flintstones vitaminsandOne-A-Dayvitamins, and Cutterinsect repellent.[65]

Along with the purchase of Cutter, Bayer acquired Cutter'sFactor VIIIbusiness. Factor VIII, a clotting agent used to treathemophilia,was produced, at the time, by processing donated blood. In theearly days of the AIDS epidemic,people with hemophilia were found to have higher rates of AIDS, and by 1983 the CDC had identifiedcontaminated blood productsas a source of infection. According to theNew York Times,this was "one of the worst drug-related medical disasters in history". Companies, including Bayer, developed new ways to treat donated blood with heat to decontaminate it, and these new products were introduced early in 1984. In 1997, Bayer and the other three makers of such blood products agreed to pay $660 million to settle cases on behalf of more than 6,000 hemophiliacs infected in United States. But in 2003, documents emerged showing that Cutter had continued to sell unheated blood products in markets outside the US until 1985, including in Malaysia, Singapore, Indonesia, Japan and Argentina, to offload a product they were unable to sell in Europe and the US; they also continued manufacturing the unheated product for several months. Bayer said it did this because some countries were doubtful about the efficacy of the new product.[66]

Bayer has been involved in other controversies regarding its drug products. In the late 1990s it introduced astatindrug, Baycol (cerivastatin), but after 52 deaths were attributed to it, Bayer discontinued it in 2001. The side effect wasrhabdomyolysis,causingkidney failure,which occurred with a tenfold greater frequency in patients treated with Baycol in comparison to those prescribed alternate medications of the statin class.[67]Trasylol (aprotinin), used to control bleeding during major surgery, was withdrawn from the market worldwide in 2007 when reports of increased mortality emerged; it was later re-introduced in Europe but not in the US.[68]

Top-selling pharmaceutical products

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In 2014, pharmaceutical products contributed €12.05 billion of Bayer's €40.15 billion in gross revenue.[69]In 2019, identified "key growth" products were Xarelto (rivaroxaban), Eylea (aflibercept), Stivarga (regorafenib), Xofigo (radium-223), and Adempas (riociguat).[70]: 93 Top-selling products as of 2014 included:

Bayer facility in Leverkusen
  • Kogenate(recombinant clotting factor VIII). Kogenate is a recombinant version of clotting factor VIII,[71]the absence or deficiency of which causes the abnormal bleeding associated withhaemophilia type A.Kogenate is one of several commercially available Factor VIII products having equivalent efficacy.[72]
  • Xarelto(rivaroxaban) is a small molecule inhibitor ofFactor Xa,a key enzyme involved inblood coagulation.In the United States, the FDA has approved rivaroxaban for the prevention of stroke in people withatrial fibrillation,for the treatment ofdeep vein thrombosisandpulmonary embolism,and for the prevention of deep vein thrombosis in people undergoing hip surgery.[73]Rivaroxaban competes with other newer generation anticoagulants such asedoxaban,apixaban,anddabigatranas well as with the generic anticoagulant warfarin. It has similar efficacy to warfarin and is associated with a lower risk of intracranial bleeding, but unlike warfarin there is no established protocol for rapidly reversing its effects in the event of uncontrolled bleeding or the need for emergency surgery.[74]
  • Betaseron(interferon beta-1b) is an injectable form of the proteininterferon betaused to prevent relapses in the relapsing remitting form ofmultiple sclerosis.[75]Betaseron competes with other injectable forms of interferon beta,glatiramer acetate,and a variety of newer multiple sclerosis drugs, some of which can be taken orally (Dimethyl fumarate,teriflunomide,others).
  • Yasmin / Yaz birth control pillsare part of a group of birth control pill products based on theprogestindrospirenone.Yaz is approved in the United States for the prevention of pregnancy, to treat symptoms of premenstrual dysphoric disorder in women who choose an oral contraceptive for contraception, and to treat moderate acne in women at least 14 years of age who choose an oral contraceptive for contraception. The FDA conducted a safety review regarding the potential of Yaz and other drospirenone-containing products to increase the risk of blood clots; Yaz and Yasmin were associated with the deaths of 23 women in Canada, leadingHealth Canadato issue a warning in 2011.[76]Although conflicting results were obtained in different studies, the FDA added a warning to the label in 2012 that Yaz and related products may be associated with an increased risk of clotting relative to other birth control pill products.[77]Subsequently, a meta analysis suggested that birth control pills of the class Yasmin belongs to raise the risk of blood clots to a greater extent than some other classes of birth control pills.[78]
  • Nexavar(sorafenib) is a kinase inhibitor used in the treatment of liver cancer (hepatocellular carcinoma), kidney cancer (renal cell carcinoma), and certain types ofthyroid cancer.[79]
  • Trasylol(Aprotinin) Trasylol is a trypsin inhibitor used to control bleeding during major surgery. In a 2006 meeting called by the FDA to review the drug's safety, Bayer scientists failed to reveal the results of an ongoing large study suggesting that Trasylol may increase the risks of death and stroke. According to a FDA official who preferred to remain anonymous, the FDA learned of the study only through information provided to the FDA by a whistleblowing scientist who was involved in it.[80][81]The study concluded Trasylol carried greater risks of death, serious kidney damage, congestive heart failure and strokes. On 15 December of the same year, the FDA restricted the use of Trasylol,[82]and in November 2007, they requested that the company suspend marketing.[83]In 2011, Health Canada lifted its suspension of Trasylol for its originally approved indication of limiting bleeding in coronary bypass surgery, citing flaws in the design of the studies that led to its suspension.[84]This decision was controversial.[85][86]In 2013, the European Medicines Agency lifted its suspension of the Trasylol marketing authorization for selected patients undergoing cardiac bypass surgery, citing a favorable risk-benefit ratio.[87]
  • Cipro(ciprofloxacin) Ciprofloxacin was approved by theUS Food and Drug Administration(FDA) in 1987. Ciprofloxacin is the most widely used of the second-generation quinolone antibiotics that came into clinical use in the late 1980s and early 1990s.[88][89]In 2010, over 20 million outpatient prescriptions were written for ciprofloxacin, making it the 35th-most commonly prescribed drug, and the 5th-most commonly prescribed antibacterial, in the US.[90]
  • Rennieantacidtablets, one of the biggest selling branded over-the-counter medications sold in Great Britain, with sales of £29.8 million.[91]

Agricultural

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Bayer produces various fungicides, herbicides, insecticides, and some crop varieties.[92]

  • Fungicidesare primarily marketed forcereal crops,fresh produce, fungal with bacteria-based pesticides, and control ofmildewandrustdiseases.[93]Nativoproducts are a mixture of trifloxystrobintebuconazole.[94][95]XProproducts are a mix of bixafen and prothioconazole,[96]whileLunacontainsfluopyramandpyrimethanil.[97]
  • Herbicidesare marketed primarily for field crops and orchards.[98]Libertybrands containingglufosinate(a.k.a.Liberty or Basta) are used for general weed control.[99]Caprenocontaining a mixture of thiencarbazone-methyl and tembotrione is used for grass and broad-leaf control.[100]
  • Insecticidesare marketed according to specific crop and insect pest type.[101]Foliar insecticides includeBeltcontaining flubendiamide, which is marketed againstLepidopteranpests,[102]andMoventocontainingspirotetramat,which is marketed againstsucking insects.[103]Neonicotinoidssuch asclothianidinandimidaclopridare used as systemic seed treatments products such as Poncho and Gaucho.[104][105]In 2008, neonicotinoids came under increasing scrutiny over their environmental impacts starting in Germany. Neonicotinoid use has been linked in a range of studies to adverse ecological effects, includinghoney-beecolony collapse disorder(CCD) and loss of birds due to a reduction in insect populations. In 2013, the European Union and a few non EU countries restricted the use of certain neonicotinoids.[106][107][108]Parathionwas discovered by scientists at IG Farben in the 1940s as acholinesterase inhibitorinsecticide.Propoxuris acarbamateinsecticide that was introduced by Bayer in 1959.[109]

Acquisitions

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Bayer factory in Leverkusen, Germany, 2009

Overview

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In 1994, Bayer AG purchased Sterling Winthrop'sover-the-counter(OTC) drug business fromSmithKline Beechamand merged it with Miles Laboratories, thereby reclaiming the U.S. and Canadian trademark rights to "Bayer" and the Bayer cross, as well as the ownership of the Aspirin trademark in Canada.[110]

In 2004, Bayer HealthCare acquired the over-the-counter pharmaceutical division ofRoche.[111]In March 2008, Bayer HealthCare announced an agreement to acquire the portfolio and OTC division of privately owned Sagmel, Inc., a US-based company that markets OTC medications in most of theCommonwealth of Independent Statescountries such asRussia,Ukraine,Kazakhstan,Belarus,and others.[112][113]

On 28 August 2008, an explosion occurred at the Bayer CropScience facility atInstitute, West Virginia,United States.A runaway reaction ruptured a tank and the resulting explosion killed two employees.[114]The ruptured tank was close to amethyl isocyanatetank which was undamaged by the explosion.[115]

Acquisition of Schering

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In March 2006,Merck KGaAannounced a €14.6 billion bid forSchering AG,founded in 1851. By 2006, Schering had annual gross revenue of around €5 billion[116]and employed about 26,000 people in 140 subsidiaries worldwide.[117]Bayer responded with awhite knightbid and in July acquired the majority of shares of Schering for €14.6 billion,[118]and in 2007, Bayer took over Schering AG and formed Bayer Schering Pharma. The acquisition of Schering was the largest take-over in Bayer's history,[117][119]and as of 2015, was one of the ten biggest pharma mergers of all time.[120]

Other acquisitions

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In November 2010, Bayer AG signed an agreement to buy Auckland-based animal health company Bomac Group.[121]Bayer partnered on the development of theradiotherapeuticXofigowith Algeta, and in 2014, moved to acquire the company for about $2.9 billion.[122]In 2014, Bayer agreed to buy Merck's consumer health business for $14.2 billion which would provide Bayer control with brands such as Claritin, Coppertone and Dr. Scholl's. Bayer would attain second place globally in nonprescription drugs.[123]In June 2015, Bayer agreed to sell itsdiabeticcare business toPanasonicHealthcare Holdings for a fee of $1.02 billion.[124]

In August 2019, the business acquired the ≈60% of BlueRock Therapeutics it didn't already own for up to $600 million.[125][126]

In August 2020, Bayer announced it had acquired KaNDy Therapeutics Ltd, helping to boost its female healthcare business, for $425 million.[127][128][129]In October, Bayer agreed to acquire Asklepios BioPharmaceuticals for $2 billion upfront.[130]

In June 2021, the company announced it acquire Noria Therapeutics Inc. and PSMA Therapeutics Inc. gaining rights to a number of cancer-based investigational compounds based onactinium-225.[131]

Spin off of Covestro

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In September 2015, Bayer spun out its $12.3 billion materials science division into a separate, publicly traded company calledCovestroin which it retained about a 70% interest.[132][133]Bayer spun out the division because it had relatively low profit margins compared to its life science divisions (10.2%, compared with 24.9% for the agriculture business and 27.5% for healthcare) and because the business required high levels of investment to maintain its growth, and to more clearly focus its efforts and identity in the life sciences.[132]Covestro shares were first offered on theFrankfurt Stock Exchangein October 2015.[134]Effective January 2016 following the spinout of Covestro, Bayer rebranded itself as a life sciences company, and restructured into three divisions and one business unit: Pharmaceuticals, Consumer Health, Crop Science, and Animal Health.[135]

Acquisition of Monsanto

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In May 2016, Bayer offered to buy U.S. biotechnology companyMonsantofor $62 billion.[136]Shortly after Bayer's offer, Monsanto rejected the acquisition bid, seeking a higher price.[137]In September 2016, Monsanto agreed to a $66 billion offer by Bayer.[138]In order to receive regulatory approval, Bayer agreed to divest a significant amount of its current agricultural assets toBASFin a series of deals.[139][140][141][142]On 21 March 2018 the deal was approved by the European Union,[143][144]and it was approved in the United States on 20 May 2018.[145]The sale closed on 7 June 2018.[146]The Monsanto brand was discontinued; its products are now marketed under the Bayer name.[147]On 16 September 2019, under the approval of National Company Law Tribunal, Bayer completed the merger of Monsanto India.[148]

Bayer's Monsanto acquisition is the biggest acquisition by a German company to date.[149]However, owing to ongoing litigation concerning the Monsanto's herbicide Roundup and the massive financial and reputational blows it has caused Bayer, the deal is considered one of the worst corporate mergers in history.[149][150][151][152]By 2023, Bayer's market value had declined by over 60% since its 2016 merger, leaving the company's overall worth at less than half of what it paid to acquire Monsanto.[153]

Acquisition history

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Bayer acquisitions
  • Bayer
    • Miles Laboratories(Acq 1978)
      • Miles Canada
    • Cutter Laboratories
    • Hollister-Stier
    • Corn King Company
    • Plastron Specialties
    • Pacific Plastics Company
    • Olympic Plastics Company
    • Ashe-Lockhart Inc
    • Haver-Glover Laboratories
    • Sterling Winthrop(Acq 1994, over the counter division)
    • Roche Pharmaceuticals(Acq 2004, over the counter division)
    • Schering AG(Acq 2006, formed Bayer Schering Pharma AG, renamed Bayer HealthCare Pharmaceuticals in 2011)
    • Jenapharm
    • Bomac Group(Acq 2010)
    • Algeta(Acq 2014)
    • Merck & Co(Acq 2014, Consumer Health Business)
    • Monsanto(Spun off fromPharmacia & Upjohn2000)
      • Emergent Genetics(Acq 2005)
      • Seminis(Acq 2005)
      • Icoria, Inc(Acq 2005)
      • Delta & Pine Land Company(Acq 2007)
      • De Ruiter Seeds(Acq 2008)
      • Agroeste Sementes(Acq 2008)
      • Aly Participacoes Ltda(Acq 2008)
        • CanaVialis S.A.
        • Alellyx S.A.
      • Divergence, Inc(Acq 2011)
      • Beeologics(Acq 2011)
      • Precision Planting Inc(Acq 2012)
      • Climate Corp(Acq 2013)
        • 640 Labs(Acq 2014)
      • Agradis, Inc(Acq 2013)
      • Rosetta Green Ltd(Acq 2013)
      • American Seeds, Inc
        • Channel Bio Corp(Acq 2004)
        • Stone Seeds(Acq 2005)
        • Trelay Seeds(Acq 2005)
        • Stewart Seeds(Acq 2005)
        • Fontanelle Hybrids(Acq 2005)
        • Specialty Hybrids(Acq 2005) 
        • NC+ Hybrids, Inc(Acq 2005)
        • Diener Seeds(seed marketing and sales division, acq 2006)
        • Sieben Hybrids(Acq 2006)
        • Kruger Seed Company(Acq 2006)
        • Trisler Seed Farms(Acq 2006)
        • Campbell Seed((seed marketing and sales business, acq 2006))
        • Gold Country Seed, Inc(Acq 2006)
        • Heritage Seeds(Acq 2013)
      • International Seed Group, Inc
        • Poloni Semences(Acq 2007)
        • Charentais Melon Breeding Company(Acq 2007)
    • BlueRock Therapeutics(Acq 2019)
    • KaNDy Therapeutics Ltd(Acq 2020)
    • Asklepios BioPharmaceutical(Acq 2020)
    • Noria Therapeutics Inc.(Acq 2021)
    • PSMA Therapeutics Inc.(Acq 2021)
    • Vividion Therapeutics(Acq 2021)

Corporate structure

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Undated Bayer copper token
Sales by business unit (2023)[154]
Business unit share
Crop Science 48.8%
Pharmaceuticals 38.0%
Consumer Health 12.7%
Other 0.5%

In 2003, to separate operational and strategic managements, Bayer AG was reorganized into aholding company.The group's core businesses were transformed into limited companies, each controlled by BayerAG.These companies were: Bayer CropScience AG; Bayer HealthCare AG;Bayer MaterialScience AGand Bayer Chemicals AG, and the three service limited companies Bayer Technology ServicesGmbH,Bayer Business Services GmbH and Bayer Industry Services GmbH & Co. OHG. In 2016, the company began a second restructuring with the aim of allowing it to transition to alife sciencesbased company.[155]By divesting its Chemicals division in 2004 and with the aim of off-loading its Materials division by mid-2016, Bayer will be left with the four core units, as depicted below.[156][157]

Bayer AG Divested business units
Bayer Pharmaceuticals
Head of Division: Stefan Oelrich		 Bayer Consumer Health
Head of Division: Heiko Schipper		 Bayer Crop Science
Head of Division: Rodrigo Santos		 Lanxess(Bayer Chemicals AG)
Diagnostics Division
Diabetes Devices Division
Covestro(Bayer MaterialScience)
Bayer Animal Health(sold toElanco)

Bayer CropScience

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Bayer CropScience has products in crop protection (i.e.pesticides), nonagriculturalpestcontrol, andseedsand plantbiotechnology.In addition to conventional agrochemical business, it is involved ingenetic engineering of food.[158]In 2002, Bayer AG acquired Aventis (now part ofSanofi) CropScience and fused it with their own agrochemicals division (Bayer Pflanzenschutz or "Crop Protection" ) to form Bayer CropScience; the Belgian biotech companyPlant Genetic Systemsbecame part of Bayer through the Aventis acquisition.[158]Also in 2002, Bayer AG acquired the Dutch seed company Nunhems, which at the time was one of the world's top five seed companies.[159][160]: 270 In 2006, the U.S. Department of Agriculture announced that Bayer CropScience'sLibertyLinkgenetically modified rice had contaminated the U.S. rice supply. Shortly after the public learned of the contamination, the E.U. banned imports of U.S. long-grain rice and the futures price plunged. In April 2010, a Lonoke County, Arkansas jury awarded a dozen farmers $48 million. The case was appealed to the Arkansas Supreme Court, which affirmed the judgement.[161]On 1 July 2011, Bayer CropScience agreed to a global settlement for up to $750 million.[162]In September 2014, the firm announced plans to invest $1 billion in theUnited Statesbetween 2013 and 2016. A Bayer spokesperson said that the largest investments will be made to expand the production of its herbicide Liberty. Liberty is an alternative to Monsanto's product,Roundup,which are both used to kill weeds. [163]In 2016, as part of the wholesale corporate restructuring, Bayer CropScience became one of the three major divisions of Bayer AG, reporting directly to the head of the division, Liam Condon.[164]Under the terms of the merger, Bayer promised to maintain Monsanto's more than 9,000 U.S. jobs and add 3,000 new U.S. high-tech positions.[165] The prospective merger parties said at the time the combined agriculture business planned to spend $16 billion on research and development over the next six years and at least $8 billion on research and development in the United States.[166] The global headquarters of Bayer CropScience is located inSt. Louis,Missouri,United States.[167][168][169]

Bayer CropScience Limited is the Indian subsidiary of Bayer AG. It is listed on the Indianstock exchanges;theBombay Stock ExchangeandNational Stock Exchange of India,and has amarket capitalizationof $2 billion.[170]Bayer BioScience, headquartered inHyderabad, India,has about 400 employees, and has research, production, and an extensive sales network spread acrossIndia.[171][172]

Bayer Consumer Health

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Before the 2016 restructuring, Bayer HealthCare comprised a further four subdivisions: Bayer Schering Pharma, Bayer Consumer Care, Bayer Animal Health and Bayer Medical Care.[158]As part of the corporate restructuring, Animal Health was moved into its own business unit, leaving the division with the following categories; Allergy, Analgesics, Cardiovascular Risk Prevention, Cough & Cold, Dermatology, Foot Care, Gastrointestinals, Nutritionals and Sun Care.[173]

Bayer Consumer Care manages Bayer's OTC medicines portfolio. Key products include analgesics such as Bayer Aspirin andAleve,food supplementsRedoxonandBerocca,and skincare products Bepanthen and Bepanthol.[158]Women's healthcare is an example of a General Medicine business unit. Bayer Pharma produces the birth control pillsYazandYasmin.Both pills use a newer type ofprogestinhormone calleddrospirenonein combination with estrogen. Yaz is advertised as a treatment forpremenstrual dysphoric disorder(PMDD) and moderate acne. Other key products include the cancer drugNexavar,the multiple sclerosis drugbetaferon/betaseronand the blood-clotting drug,Kogenate.[158]In May 2014, it was announced that Bayer would buyMerck & Co's consumer health care unit for $14.2 billion.[174]Bayer also controls Dihon Pharmaceutical Group Co., Ltd in China.[175]

Bayer Pharmaceuticals

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Headquarters of Bayer Pharmaceuticals inBerlin-Wedding

The Pharmaceuticals Division focuses on prescription products, especially for women's healthcare andcardiology,and also on specialty therapeutics in the areas ofoncology,hematologyandophthalmology.The division also comprises the Radiology Business Unit which markets contrast-enhanced diagnostic imaging equipment together with the necessary contrast agents.[176]

In addition to internal R&D, Bayer has participated inpublic–private partnerships.One example in the area ofnon-clinicalsafety assessment is the InnoMed PredTox program.[177][178]Another is theInnovative Medicines InitiativeofEFPIAand theEuropean Commission.[179]

Defunct business units

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Bayer Chemicals AG (with the exception of H.C. Starck and Wolff Walsrode) was combined with certain components of the polymers segment to form the new companyLanxesson 1 July 2004; Lanxess was listed on theFrankfurt Stock Exchangein early 2005.[180]Bayer HealthCare's Diagnostics Division was acquired bySiemens Medical Solutionsin January 2007.[181]

Bayer sold its Animal Health business toElancoin 2020.[182]

Bayer Diabetes Care managed Bayer's medical devices portfolio. Key products included the blood glucose monitors Contour Next EZ (XT), Contour, Contour USB and Breeze 2 used in the management of diabetes.[158]The diabetes business unit was sold to Panasonic Healthcare Co. for $1.15 billion in June 2015.[183]Bayer MaterialScience was a supplier of high-tech polymers, and developed solutions for a broad range of applications relevant to everyday life.[158]On 18 September 2014, the Board of Directors of Bayer AG announced plans to float the Bayer MaterialScience business on the stock market as a separate entity.[184]On 1 June 2015, Bayer announced that the new company would be namedCovestro;[185]Bayer formally spun out Covestro in September 2015.[132]

Ownership

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The 10 largest shareholder of Bayer AG in early 2024 were:[154]

Shareholder name Percentage
Temasek Holdings 3.5%
Norges Bank 3.1%
Silchester International Investors 3.0%
Amundi 0.9%
MFS Investment Management (UK) 0.6%
Universal-Investment-GesellschaftmbH 0.5%
Lyxor 0.4%
Union InvestmentInstitutional GmbH 0.4%
Union InvestmentPrivatfonds GmbH 0.4%
HSBC Global Asset ManagementGmbH 0.4%
Others 86.8%

Finances

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For the fiscal year 2017, Bayer reported earnings of EUR€7.3 billion, with an annual revenue of EUR€35 billion, a decrease of 25.1% over the previous fiscal cycle.[186]Bayer's shares traded at over €69 per share, and its market capitalization was valued at US€65.4 billion in November 2018.[187]In September 2019, Bayer announced to reduce the number of management board members from seven to five to reduce overall costs.[188]

The key trends of Bayer are (as at the financial year ending December 31):[189][190]

Year Revenue[b]
(€ bn) 		Net income[c]
(€ bn) 		Total assets
(€ bn) 		Research and development
expenses (€ bn) 		Employees
2013 40.1 3.1 51.3 3.4 112,360
2014 42.2 3.4 70.2 3.5 118,888
2015 46.3 4.1 73.9 4.2 116,800
2016 46.7 4.5 82.2 4.4 115,200
2017* 35.0 7.3 75.0 4.5 99,820
2018 39.5 1.6 126 5.1 107,894
2019 43.5 4.0 126 5.3 103,824
2020 41.4 −10.4 117 7.1 99,538
2021 44.0 1.0 120 5.4 99,637
2022 50.7 4.1 124 6.5 101,369
2023 47.6 −2.9 123 99,723

* without Covestro from 2017 on

Bayer 04 Leverkusen

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Main article:Bayer 04 Leverkusen

In 1904, the company founded the sports club TuS 04 ( "Turn- und Spielverein der Farbenfabriken vorm. Friedr. Bayer & Co." ), later SV Bayer 04 ( "Sportvereinigung Bayer 04 Leverkusen" ), finally becoming TSV Bayer 04 Leverkusen ( "Turn- und Sportverein" ) in 1984, generally, however, known simply asBayer 04 Leverkusen.The club is best known for its football team, but has been involved in many other sports, including athletics, fencing, team handball, volleyball, bo xing, and basketball. TSV Bayer 04 Leverkusen is one of the largest sports clubs in Germany. The company also supports similar clubs at other company sites, including Dormagen (particularly handball), Wuppertal (particularly volleyball), and Krefeld-Uerdingen (featuring another former Bundesliga football club, SC Bayer 05 Uerdingen, nowKFC Uerdingen 05).[191]

Awards and recognition

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In October 2008, Bayer's Canadian division was named one of "Canada's Top 100 Employers"by Mediacorp Canada Inc. The Canadian division was named one ofGreater Toronto's Top Employersby theToronto Starnewspaper.[192]Bayer USA was given a score of 85 (out of 100) in theHuman Rights Campaign's 2011Corporate Equality Index,a measure of gay and lesbian workplace equality.[193]

In 2016,Standard Ethics Aeigave a rating to Bayer in order to include the company in its Standard Ethics German Index. Bayer received an EE− rating, the fourth tier in an eight-tier ranking.[194]

Ranked third in Access to Seeds Index in 2016.[195][196]

Litigation

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Roundup

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In August 2018, two months after Bayer acquired Monsanto,[197]a U.S. jury ordered Monsanto to pay $289 million to a school groundskeeper who claimed hisNon-Hodgkin's lymphomawas caused by regularly usingRoundup,aglyphosate-based herbicide produced by Monsanto.[198]Following theJohnson v. Monsanto Co.verdict, Bayer's share price dropped by around 14% or $14 Billion in market capitalization.[199]The company filed an appeal on 18 September 2018.[200]Pending appeal, the award was later reduced to $78.5 million.[201][202]In November 2018, Monsanto appealed the judgement, asking an appellate court to consider a motion for a new trial.[202]A verdict on the appeal was delivered in June 2020 upholding the verdict but further reducing the award to $21.5 million.[203]On 13 May 2019, a United States Superior Court Judge ordered Bayer to pay more than$2.5 billion in damages to a couple in California, both of whom contractednon-Hodgkin's Lymphoma,later cut to $87 million on appeal.[204]

In June 2020, the company agreed to pay $9.6 billion to settle more than 10,000 lawsuits claiming harm from Roundup, saying this action will result in the resolution of 75% of those claims. Bayer will also assign $1.25 billion for future claims, an action that needs approval from the US District Court, Northern District of California. The settlement, according to the company, does not admit either liability or wrongdoing, but brings an end to irresolution in the case.[205]The settlement does not include three cases that have already gone to jury trials and are being appealed.[206]In July 2020, the California Court of Appeals denied the appeal but reduced the damages owed to $20.4 million.[207]As of 2023, around 165,000 claims, more than 50.000 of which still pending, have been made against Roundup, mostly alleging that it had caused cancer.[208]

The general consensus among national regulatory agencies, and theEuropean Commissionis that labeled usage of the herbicide poses no carcinogenic or genotoxic risk to humans.[209][210][211][212]In January 2020, the US Environmental Protection Agency (EPA) finalized its interim registration review for Roundup, stating that it "...did not identify any risks of concern" for cancer and other risks to humans from glyphosate exposure. "[205]On 17 June 2022, California-basedUnited States Court of Appeals for the Ninth Circuitordered theEnvironmental Protection Agencyto reexamine this 2020 finding thatglyphosatedid not pose a health risk for people exposed to it by any means.[213]

Xarelto

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In 2019, Bayer and Johnson & Johnson (who market Xarelto together) settled around 25,000 lawsuits on the blood thinning drugXarelto(rivaroxaban) by agreeing to disburse $775 million (US) to federal and state plaintiffs who said the companies had not properly warned patients about possible fatal bleeding as a result of ingesting the drug. There was no admission of liability from the companies in the settlement as they noted they had prevailed in six previous trials. The settlement will be divided evenly between the companies.[214]

One A Day Vitamins

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In 2019, a federal jury in San Francisco CA sided with Bayer in a $600 million (US) class action suit alleging that the company misinformed consumers by promoting itsOne A Dayvitamins as supporting cardiac health, vigorous immune systems and boosting user energy. The suit was first filed as a nationwide class action; in 2017, the US District Court in San Francisco said subclasses of purchasers of the vitamin in Florida, New York, and California could act together.[215]

The jury found that the plaintiffs failed to prove that Bayer misrepresented its One A Day claims, and also did not demonstrate that any of the class representative consumers who purchased One A Day relied on the so-called false information as part of their buying decision.[216]

HIV contamination

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In the mid-1980s, when Bayer'sCutter Laboratoriesrealized that their blood products, theclottingagentsFactor VIIIandIX,were contaminated withHIV,the financial investment in the product was considered too high to destroy the inventory. Bayer misrepresented the results of its own research andknowingly supplied hemophilia medication tainted with HIVto patients in Asia and Latin America, without the precaution of heat treating the product, recommended for eliminating the risk. As a consequence, thousands who infused the product tested positive for HIV and later developedAIDS.[217]

Dicamba

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On 14 February 2020, Bayer and BASF were ordered to pay Missouri peach farmer Bill Bader $15 million in damages as a result of destruction of his peach trees which was caused by the usage ofdicambaby nearby farmers.[218]Dicamba was another product which Bayer acquired fromMonsanto.[219]Bayer also inherited the lawsuit from Monsanto as well.[220][221]On 15 February 2020, Bayer—representing Monsanto—and BASF were ordered to pay not only the $15 million in damages, but an additional $250 million inpunitive damages.[220][221][222]Bayer and BASF afterwards announced plans to appeal the $265 million fine.[223]

In June 2020, Bayer agreed to a settlement of up to $400 million for all 2015 to 2020 crop year dicamba claims, not including the $265 million judgement.[206]On 25 November 2020, U.S. District JudgeStephen Limbaugh Jr.reduced the punitive damage amount in the Bader Farms case to $60 million.[224]

PCB pollution

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In June 2020, Bayer agreed to pay $800 million to settle lawsuits in a variety of jurisdictions which claimed contamination of public waterways withPCBsby Monsanto before 1978.[206]On 25 November 2020, however, U.S. District JudgeFernando M. Olguinrejected Bayer's settlement offer, which was now at $650 million, and allowed Monsanto-related lawsuits involving PCB to proceed.[225]

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On 4 April 2023, a Delaware judge dismissed a lawsuit byMerck & Co’s seeking to hold Bayer AG responsible for moretalc-related liabilities stemming from its $14.2 billion purchase of Merck’s consumer care business in 2014. The judge called Bayer’s interpretation of the purchase agreement “the only reasonable one,” and said letting Merck “dump” cases would give theRahway,New Jersey–based company an incentive to prolong or stall lawsuits. Bayer said in a statement, it welcomed the decision, and it "will continue to defend itself against any further efforts by Merck to avoid or improperly transfer its liabilities to Bayer”.[226]

See also

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Notes

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  1. ^abPeter Hayes (Cambridge University Press, 2001): "[O]ne of the first acts of the American occupation authorities in 1945 was to seize the enterprise as punishment for 'knowingly and prominently... building up and maintaining German war potential'. Two years later, twenty-three of the firm's principal officers went on trial... By the timeJohn McCloy,the American high commissioner [for Germany], pardoned the last of them in 1951, IG Farben scarcely existed. Its holdings in theGerman Democratic Republichad been nationalized; those in theFederal Republichad been divided into six, later chiefly three, separate corporations:BASF,Bayer, andHoechst."[58]
  2. ^"Sales"
  3. ^"Net income (from continuing and discontinued operations)"

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Further reading

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  • "The original Bayer Aspirin".wonderdrug.Bayer AG.
  • Blaschke, Stefan (1999).Unternehmen und Gemeinde: Das Bayerwerk im Raum Leverkusen 1891–1914.Cologne: SH-Verlag.ISBN3-89498-068-0
  • Cornwell J(2004).Hitler's Scientists: Science, War, and the Devil's Pact.London: Penguin Books.
  • Lesch JE, ed. (2000).The German Chemical Industry in the Twentieth Century.Dordrecht: Springer Netherlands.
  • Plumpe G (1990).Die I.G. Farbenindustrie AG: Wirtschaft, Technik und Politik 1904–1945.Berlin: Duncker & Humblot.
  • Stokes R (1988).Divide and Prosper: The Heirs of I.G. Farben under Allied Authority, 1945–1951.Berkeley: University of California Press.
  • Stokes R (1994).Opting for Oil: The Political Economy of Technological Change in the West German Chemical Industry, 1945–1961.New York: Cambridge University Press.
  • Tenfelde, Klaus (2007).Stimmt die Chemie?: Mitbestimmung und Sozialpolitik in der Geschichte des Bayer-Konzerns.Essen: Klartext.ISBN978-3-89861-888-5
  • Tully J(2011).The Devil's Milk: A Social History of Rubber.New York: Monthly Review Press.
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