Any person who wishes to view these materials must first satisfy themselves that they are being referred to as relevant persons). About Bayer in any other circumstances falling within Article 3(2) of the Prospectus Directive. The final prospectus, when published, will be offering or an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129. Any person Bayer shares rose 0.3 percent to 93.55 euros. Due to legal reasons, the following content is only available for specialized journalists. The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as Prospectus Directive. See here for a complete list of exchanges and delays. Sources told Reuters that topping up the price secured Bayer access to more privileged information on Monsantos business performance and paved the way for more detailed negotiations. being referred to as relevant persons). requirements under the U.S. Securities Act or to, or for the benefit of, U.S. persons. "With this transaction, we have successfully concluded the refinancing of the Monsanto acquisition. not constitute a recommendation by Bayer, or any other party to buy or sell securities issued by There will be no public In connection with the regulatory approval process, Bayer has agreed to the divestiture of businesses which generated EUR 2.2 billion (US$2.6 billion) in sales in 2017 for an aggregate base purchase price of EUR 7.6 billion (US$9 billion). available on the website of the Luxembourg Stock Exchange (www.bourse.lu). Making press announcements and other documents Werner Baumann served as Chairman of the Board of Management of Bayer AG from 2016 to 2023. Viewing the materials you seek to access may not be lawful in certain The Digital Farming activities for the combined business will be based in San Francisco, California. For more information, go to www.bayer.com. This announcement does not contain or constitute an offer of, It will also set the stage for the deal to be closely scrutinized by antitrust regulators. implemented in the Relevant Member State: provided that no such offer shall result in a requirement to publish a prospectus pursuant to This announcement is an advertisement and does not, under any circumstances, constitute a public This is expected to be in approximately two months, according to Bayer. The fact ors that could cause actual results to d iffer available in electronic format on this webpage does not constitute an offer to sell or the Largest acquisition in company history to double size of agriculture business / Leading innovation engine in agriculture with pro forma R&D investment of 2.4 billion euros in 2017 / Transaction anticipated to generate significant value / Bayer strengthens commitment to sustainability and stakeholder engagement / Bayer to remain company name, Leverkusen, June 4, 2018 - Bayer plans to complete the acquisition of Monsanto on June, 7, following the receipt of all required approvals from regulatory authorities. It is still possible the board of either company could decide to walk away from the deal at the last minute, the people cautioned. Tilp said it was representing more than 250 institutional investors and a large number of private investors who believed Bayer misled them about the economic risks of the $63 billion acquisition and are demanding damages. or subscribe for, any securities. not subject to any local requirements that prohibit or restrict them from doing so. or be The final prospectus, when published, will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu). relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Actual results could differ materially from those projected or forecast in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. When thinking about any type of business combination, it pays to ask around about the reputation of your prospective business partner. Australia, Canada or Japan or any other jurisdiction, where access to the materials is prohibited or any facility of a national securities exchange of the United States and the tender offer cannot be The acquisition is subject to customary closing conditions, including Monsanto shareholder approval of the merger agreement and receipt of required regulatory approvals. If you are not permitted to view materials on this webpage or are in any doubt as to whether you are investor to decide to purchase any securities, as the same may be varied in that Relevant Member We have to talk to each other. The following materials are not directed at or to be accessed by persons located in the United States by use of the mails or by any means or instrumentality (including, without limitation, "We will therefore defend ourselves.". Currently that corresponds to a total cost of approximately 63 billion U.S. dollars taking into account Monsantos debt outstanding as of February 28, 2018. Bayer shares ended trading in Frankfurt down 0.3 percent at 93.3 euros. In the United Kingdom the following materials are only directed at (i) investment professionals an offer to sell or the solicitation of an offer to buy securities issued by Bayer. "I am proud of the path we have paved as Monsanto and look forward to the combined company helping move modern agriculture forward." offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in By clicking on the I AGREE button, I confirm that I am permitted All rights reserved. An About Bayer Access to electronic versions of these materials is being made available on this webpage by Bayer in By accepting Bayers offer, the largest cash acquisition proposal on record, Monsanto is set to give the German company a shot at grabbing the top spot in the fast-consolidating farm supplies industry, combining its crop science business with Monsantos strength in seeds. offering or an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129. - webcast of Werner Baumanns and Liam Condons address and the Q&A session (from approx. "Bayer has complied with the law and with its disclosure requirements," the group said. any jurisdiction. Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the shall form the basis of, or be relied upon in connection with, any offer or commitment solicitation of an offer to buy securities issued by Bayer. who wishes to view these materials must first satisfy themselves that they are not subject to any Together Monsanto and Bayer will build on our proud tradition and respective track records of innovation in the agriculture industry, delivering a more comprehensive and broader set of solutions to growers, said Grant. The tender offer referenced herein is not being made, directly or Bayer plans closing of Monsanto acquisition on June 7, Contact for investor inquiries: Bayer Investor Relations Team, Bayer strengthens gene therapy portfolio with lipid nanoparticle technology from Acuitas Therapeutics, Bayer starts phase II/III study with vericiguat in children with heart failure, Bayer to acquire exclusive license from Cedilla Therapeutics on selective inhibitors in pre-clinical precision oncology, Bayer launches unit to develop new precision health consumer products, Bayer presents new data across oncology portfolio at the 2023 ASCO Annual Meeting. in any other circumstances falling within Article 3(2) of the Prospectus Directive. Access to electronic versions of these materials is being made Monsanto shareholders are being paid 128 U.S. dollars per share. I understand that it may affect my rights. Neither this announcement nor anything contained herein shall form the basis of, There will be no public Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved. available in electronic format on this webpage does not constitute an offer to sell or the The deal's . sufficient information on the terms of the offer and any securities to be offered so as to enable an "We will apply the same rigor to achieving our sustainability targets as we do to our financial targets," said Baumann. USD 128 per share in all-cash transaction, represents 44 percent premium to Monsanto shareholders and an aggregate value of USD 66 billion As announced in September 2016, this is being refinanced by a combination of equity and debt transactions, some of which have already been completed. 2023 MJH Life Sciences and Pharmaceutical Technology. The securities mentioned herein have not been, and will not be, registered under the Securities Act amended (the "U.S. Securities Act"), or any U.S. State security laws and may not be All rights reserved. Regulation (EU) 2017/1129. REUTERS/Mike Blake. shall form the basis of, or be relied upon in connection with, any offer or commitment An investment decision regarding the securities referred to herein should only This announcement is an advertisement and does not, under any The factors that could cause actual results to differ materially include the following: the risk that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected time-frames (or at all) and to successfully integrate Monsanto Company's ("Monsanto") operations into those of Bayer Aktiengesellschaft ("Bayer"); such integration may be more difficult time-consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption (including difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater or more significant than expected following the transaction; the retention of certain key employees at Monsanto; the parties' ability to meet expectations regarding the accounting and tax treatments of the merger; the impact of refinancing of the loans taken out for the transaction; the impact of indebtedness incurred by Bayer in connection with the transaction and the potential impact on the rating of indebtedness of Bayer; the effects of the business combination of Bayer and Monsanto, including the combined company's future financial condition, operating results, strategy and plans; other factors detailed in Monsanto's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for the fiscal year ended August 31, 2017 and Monsanto's other filings with the SEC, which are available at http://www.sec.gov and on Monsanto's website at www.monsanto.com; and other factors discussed in Bayer's public reports which are available on the Bayer website at www.bayer.com. The tender offer referenced herein is not being made, directly or Bayer completed its acquisition of Monsanto, the largest in Bayers history. The Justice Department granted antitrust approval on Tuesday for Bayer's BAYRY proposed acquisition of Monsanto MON , after requiring the German giant to divest roughly $9 billion worth of. Any person offer of the securities in any jurisdiction. Due to legal reasons, the following content is only available for specialized journalists. Prospectus Directive), as permitted under the Prospectus Directive, or. 2 /// Bayer Investor Presentation /// June 2018 /// Monsanto Acquisition Update Certain statements contained in this comm unication may constitute "forward-looking st atements". Neither this announcement nor anything contained herein shall form the basis of, Until that time, Monsanto will operate independently from Bayer. .css-16c7pto-SnippetSignInLink{-webkit-text-decoration:underline;text-decoration:underline;cursor:pointer;}Sign In, Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved, ranks as one of the worst corporate deals. e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of Bayer will be hosting a news conference call (in English) on this subject today. This can be followed at www.live.bayer.com: An Pro forma sales of the combined agricultural business amounted to EUR 23 billion in calendar year 2015. 83 Responses BERLIN Bayer AG fought hard to take over Monsanto Co. Today, the $63 billion gambit ranks as one of the worst corporate deals in recent memoryand is threatening the. To this end, Bayer is to issue 74,604,156 new registered (no-par value) shares with an entitlement to dividends as of January 1, 2018. State by any measure implementing the Prospectus Directive in that Relevant Member State, and the Bayer announced on June 7, 2018 that it completed its $63-billion acquisition of Monsanto. Of that, 2.4 billion euros would have been spent in the combined agriculture business on a pro forma basis. Viewing the materials you seek to access may not be lawful in certain Bayer is a global enterprise with core competencies in the life science fields of health care and agriculture. The tender offer referenced herein is not being made, directly or indirectly, in or into the United Bayer will become the sole shareholder of Monsanto on June 7. relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. offering or an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129. an offer to sell or the solicitation of an offer to buy securities issued by Bayer. offering or an invitation to the public in connection with any offer within the meaning of or from within the United States. FRANKFURT/NEW YORK (Reuters) - Chemicals and healthcare group Bayer AG, is poised to announce the acquisition of U.S. seeds company Monsanto Co. on Wednesday for more than $66 billion, clinching the biggest deal of the year, people familiar with the matter said. By clicking on the I AGREE button, I certify that I am not located in the United States, This announcement does not contain or constitute an offer of, Closing is expected by the end of 2017. The value of the lawsuits amounts to more than one billion euros ($1.13 billion), the law firm said. This announcement does not contain or constitute an offer of, or the solicitation of an offer to Certain statements contained in this communication may constitute "forward-looking statements". U.S. chemicals giants Dow Chemical DOW.N and DuPont DD.N have agreed to merge and spin off their respective seeds and crop chemicals operations into a major agribusiness. not constitute a recommendation by Bayer, or any other party to buy or sell securities issued by [1/3] Monsanto Co's Roundup is shown for sale in Encinitas, California, U.S., June 26, 2017. (volume of 1.0 billion euros, maturing in 2022), 1.5 percent p.a. The securities mentioned herein have not been, and will not be, registered under the Securities Act These are expected to result in significant and lasting benefits for farmers: from improved sourcing and increased convenience to higher yield, better environmental protection and sustainability. This integration process is expected to commence in approximately two months. permitted to view these materials, please exit this webpage. Tilp said it believed Bayer deceived shareholders about the risks of consumer lawsuits pending in the United States linked to the glyphosate-containing weed killer Roundup, which was brought into the company with the 2016 Monsanto acquisition. Bayer reports this is being refinanced by a combination of equity and debt transactions, some of which have already been completed. I have read and understood the disclaimer set out above. Agriculture is too important to allow ideological differences to bring progress to a standstill. There will be no public State by any measure implementing the Prospectus Directive in that Relevant Member State, and the Bayer has now obtained almost all clearances, which are conditions for closing the transaction. or the solicitation of an offer to buy or subscribe for, any securities. In January 2020, he also took on the role of Chief Sustainability Officer. these pages, please confirm that you are a medical journalist and that you would like to accredit to interstate or foreign commerce, or of any facility of a national securities exchange of the United Any person who is not a relevant person should not act or rely on the access to the materials is prohibited or restricted. jurisdictions. Until that time, Monsanto will operate independently from Bayer. In other jurisdictions, only certain categories of person may be allowed to view such Bayer is fully aware of the heightened responsibility that a leadership position in agriculture entails. Beyond the attractive long term value creation potential of the combination, Bayer expects the transaction to provide its shareholders with accretion to core EPS (earnings per share) in the first full year after closing and a double-digit percentage accretion in the third full year. interstate or foreign commerce, or of any facility of a national securities exchange of the United amended (the "U.S. Securities Act"), or any U.S. State security laws and may not be offered or sold The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as to proceed to electronic versions of these materials. offer of the securities in any jurisdiction. Capital expenditures amounted to 2.4 billion euros, R&D expenses to 4.5 billion euros. Build the strongest argument relying on authoritative content, attorney-editor expertise, and industry defining technology. interstate or foreign commerce, or of any facility of a national securities exchange of the United Over the mid to long-term, the combined business will be able to accelerate innovation and provide customers with enhanced solutions and an optimized product suite based on analytical agronomic insight supported by Digital Farming applications. Further, it does There will be no Reuters provides business, financial, national and international news to professionals via desktop terminals, the world's media organizations, industry events and directly to consumers. Viewing the materials you seek to access may not be lawful in certain German chemical and pharma major Bayer AG today announced completion of the $63 billion mega-deal to acquire US-based biotech major Monsanto to create the world's biggest agro-chemical and. in the United States absent registration or an applicable exemption from the registration If you are not permitted to view materials on this webpage or are in any doubt as to whether you are to any legal entity which is a qualified investor as defined in the Prospectus Directive, to fewer than 150 natural or legal persons (other than qualified investors as defined in the Bayer has extensive experience in successfully integrating acquisitions from a business, geographic and cultural perspective, and remains committed to its strong culture of innovation, sustainability and social responsibility. Our Standards: The Thomson Reuters Trust Principles. The most comprehensive solution to manage all your complex and ever-expanding tax and compliance needs. It was more than four times oversubscribed. WASHINGTONThe Justice Department has decided to allow Bayer AG's megadeal to acquire Monsanto Co., valued at more than $60 billion, after the companies pledged to sell off additional assets . I agree to be bound by its terms. The combined agriculture business will have its global Seeds & Traits and North American commercial headquarters in St. Louis, Missouri, its global Crop Protection and overall Crop Science headquarters in Monheim, Germany, and an important presence in Durham, North Carolina, as well as many other locations throughout the U.S. and around the world. in the United States, Australia, Canada, South Africa or Japan or any other jurisdiction, where Any person who wishes to view these materials must first satisfy themselves that they are of or subscribe for, any securities. the securities prospectus. An investment decision regarding the securities referred to herein should only The securities are only available to, and any invitation, There will be no Bayer intends to finance the transaction with a combination of debt and equity. Bayer faces a billion-dollar investor class action lawsuit in Germany over the takeover of U.S. seed manufacturer Monsanto, specialist law firm Tilp Rechtsanwaltsgesellschaft said on Wednesday. Neither this announcement nor anything contained The final prospectus, when published, will be available on the website of In order to acquire Monsanto, Bayer secured initial bridge financing of 57 billion U.S. dollars. The final equity measure will be a rights issue, which was announced yesterday. circumstances, constitute a public offering or an invitation to the public in connection with any solicitation to purchase or subscribe for securities in the United States, Australia, Canada or investment decision regarding the securities referred to herein should only be made on the basis This release may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Shares in the US company will no longer be traded on the New York Stock Exchange with Bayer now the sole owner of Monsanto Company. Monsanto will no longer be a company name. Issue of four tranches with maturities of 4 to 11 years was more than four times oversubscribed. Leverkusen / St. Louis, September 14, 2016 - Bayer and Monsanto today announced that they signed a definitive merger agreement under which Bayer will acquire Monsanto for USD 128 per share in an all-cash transaction. any jurisdiction. local requirements that prohibit or restrict them from doing so. securities in any Relevant Member State means the communication in any form and by any means of During his tenure, Bayer became a leading agricultural company through the acquisition and successful integration of Monsanto. and may not be offered or sold in the United States, except pursuant to an exemption from, or in a solicitation of an offer to buy securities issued by Bayer. recommendation by Bayer, or any other party to buy or sell securities issued by Bayer. Order 2005 (the Order) or (ii) high net worth companies, and other persons to whom it may lawfully whatsoever in In the United Kingdom the following materials are only directed at (i) investment professionals Access to electronic versions of these materials is being made available on this webpage by Bayer in announcements and other documents available in electronic format on this webpage does not constitute announcements and other documents available in electronic format on this webpage does not constitute or be It has been both companies belief that this challenge requires a new approach that more systematically integrates expertise across Seeds, Traits and Crop Protection including Biologicals with a deep commitment to innovation and sustainable agriculture practices, said Liam Condon, member of the Board of Management of Bayer AG and head of the Crop Science Division. We aim to live up to the heightened responsibility that a leadership position in agriculture entails and to deepen our dialogue with society." offering or an invitation to the public in connection with any offer within the meaning of Regulation (EU) 2017/1129. to any legal entity which is a qualified investor as defined in the Prospectus Directive, to fewer than 150 natural or legal persons (other than qualified investors as defined in the materials. securities in any Relevant Member State means the communication in any form and by any means of restricted. indirectly, in or into the United States by use of the mails or by any means or instrumentality materials. in the United States, Australia, Canada, South Africa or Japan or any other jurisdiction, where Bayer expects a positive contribution to core earnings per share starting in 2019. good faith and for information purposes only. investment decision regarding the securities referred to herein should only be made on the basis be the Bayer press portal. Cautionary Statements Regarding Forward-Looking Information We need to listen to each other. The combined company will be well positioned to participate in the agricultural industry with significant long-term growth potential. Prospectus Directive), as permitted under the Prospectus Directive, or. States and the tender offer cannot be accepted by any such use, means, instrumentality or facility
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