Bayer Aktiengesellschaft: Bayer Offers to Acquire Monsanto for USD 122 per Share in Cash to Create a Global Leader in Agriculture
Bayer Aktiengesellschaft  / Key word(s): Offer

23.05.2016 07:00

Dissemination of an Ad hoc announcement according to ยง 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Leverkusen, May 23, 2016

Bayer has made an all-cash offer to acquire all of the issued and
outstanding shares of common stock of Monsanto Company for USD 122 per
share or an aggregate value of USD 62 billion. This offer, based on Bayer's
written proposal to Monsanto dated May 10, 2016, represents a substantial
premium of:
- 37 percent over Monsanto's closing share price of USD 89.03 on May 9,
2016
- 36 percent over the three-month volume weighted average share price
- 33 percent over the six-month volume weighted average share price 
- Last twelve months EBITDA multiple of 15.8x as of February 29, 2016

The acquisition of Monsanto would be a compelling opportunity to create a
global agriculture leader, while reinforcing Bayer as a Life Science
company with a deepened position in a long-term growth industry. The
combination is expected to provide Bayer's shareholders with accretion to
core EPS by a mid-single-digit percentage in the first full year after
closing and a double-digit percentage thereafter. Initially, Bayer expects
annual earnings contributions from total synergies of approximately USD 1.5
billion after year three plus additional integrated offer benefits in
future years.

This transaction would bring together leading Seeds & Traits, Crop
Protection, Biologics, and Digital Farming platforms. Specifically, the
combined business would benefit from Monsanto's leadership in Seeds &
Traits and Bayer's broad Crop Protection product line across a
comprehensive range of indications and crops. The combination would also be
truly complementary from a geographic perspective, significantly expanding
Bayer's longstanding presence in the Americas and its position in Europe
and Asia/Pacific.

Bayer is highly confident in its ability to finance the transaction based
on advanced discussions with and support from its financing banks, BofA
Merrill Lynch and Credit Suisse. The offer is not subject to a financing
condition. Bayer intends to finance the transaction with a combination of
debt and equity. The expected equity portion represents approximately 25
percent of the transaction's enterprise value and is expected to be raised
primarily via a rights offering.

The strong cash flow generation of the combined business as well as Bayer's
track record of disciplined deleveraging after large acquisitions would
enable rapid deleveraging post-acquisition. This is in line with Bayer's
target of an investment-grade rating immediately after closing of the
transaction and its commitment to the single "A" credit rating category in
the long term. Bayer has a successful track record of working with global
authorities to secure the necessary regulatory approvals and has extensive
experience integrating acquisitions from a business, geographic, and
cultural perspective.

Bayer's Board of Management and Supervisory Board unanimously approved the
proposal and are fully committed to pursuing the transaction. Bayer is
prepared to proceed immediately to due diligence and negotiations and to
quickly agree to a transaction. The transaction will be subject to
customary closing conditions.

Bayer Investor Relations contacts:

Dr. Alexander Rosar (+49-214-30-81013)
Dr. Juergen Beunink (+49-214-30-65742)
Peter Dahlhoff (+49-214-30-33022)
Judith Nestmann (+49-214-30-66836)
Constance Spitzer (+49-214-30-33021)
Dr. Olaf Weber (+49-214-30-33567)

Forward-Looking Statements 
This release may contain forward-looking statements based on current
assumptions and forecasts made by Bayer management. Various known and
unknown risks, uncertainties and other factors could lead to material
differences between the actual future results, financial situation,
development or performance of the company and the estimates given here.
These factors include those discussed in Bayer's public reports which are
available on the Bayer website at www.bayer.com. The company assumes no
liability whatsoever to update these forward-looking statements or to
conform them to future events or developments.

Contact:
Mr. Peter Dahlhoff, Bayer AG, Investor Relations, Phone: +49-214-30-33022,
e-mail: peter.dahlhoff@bayer.com, Fax: 0214-30-96-33022


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Information and Explanation of the Issuer to this News:

Additional Information
This communication relates to a proposed offer by Bayer Aktiengesellschaft
or its subsidiaries ('Bayer'), to purchase all of the outstanding shares of
common stock, par value $0.01 per share, of Monsanto Company, a Delaware
corporation ('Monsanto').  This communication is neither an offer to
purchase nor a solicitation of an offer to sell shares of Monsanto.  No
tender offer for the shares of Monsanto has commenced at this time.  At the
time a tender offer for the shares of Monsanto is commenced, Bayer will
file tender offer materials (including an Offer to Purchase, a related
Letter of Transmittal and certain other offer documents) with the
Securities and Exchange Commission (the 'SEC') with respect to the tender
offer.  Any definitive tender offer documents will be mailed to the
stockholders of Monsanto.  STOCKHOLDERS OF MONSANTO ARE URGED TO READ THE
RELEVANT TENDER OFFER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER THAT STOCKHOLDERS
SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TENDER OF THEIR
SHARES.  Stockholders of Monsanto will be able to obtain free copies of
these documents (if and when available) and other documents filed by Bayer
with the SEC through the website maintained by the SEC at www.sec.gov.

23.05.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap.de

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Language:     English
Company:      Bayer Aktiengesellschaft
              Kaiser-Wilhelm-Allee 1
              51373 Leverkusen
              Germany
Phone:        +49 (0)214 30-65742
Fax:          +49 (0)21430-9665742
E-mail:       ir@bayer.com
Internet:     www.bayer.com
ISIN:         DE000BAY0017
WKN:          BAY001
Indices:      DAX, EURO STOXX 50, Stoxx 50
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated
              Unofficial Market in Dusseldorf, Stuttgart, Tradegate
              Exchange; Madrid
 
End of Announcement                             DGAP News-Service
 
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