Bayer Aktiengesellschaft: Bayer and Monsanto to Create a Global Leader in Agriculture
Bayer Aktiengesellschaft  / Key word(s): Mergers & Acquisitions

14.09.2016 13:17

Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

---------------------------------------------------------------------------

Leverkusen, 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. Monsanto's Board of Directors, Bayer's Board of
Management and Bayer's Supervisory Board have unanimously approved the
agreement. Based on Monsanto's closing share price on May 9, 2016, the day
before Bayer's first written proposal to Monsanto, the offer represents a
premium of 44 percent to that price.

Pro forma sales of the combined business amounted to EUR 23 billion in
calendar year 2015. The combined company will be well positioned to
participate in the agricultural industry with significant long-term growth
potential. 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.
Bayer has confirmed sales and cost synergies assumptions in due diligence
and expects annual EBITDA contributions from total synergies of
approximately USD 1.5 billion after year three, plus additional synergies
from integrated solutions in future years.

Bayer intends to finance the transaction with a combination of debt and
equity. The equity component of approximately USD 19 billion is expected to
be raised through an issuance of mandatory convertible bonds and through a
rights issue with subscription rights. Bridge financing for USD 57 billion
is committed by BofA Merrill Lynch, Credit Suisse, Goldman Sachs, HSBC and
JP Morgan. Bayer targets an investment grade credit rating post-closing and
is committed to the single "A" credit rating category over the long-term.

The acquisition is subject to customary closing conditions, including
Monsanto shareholder approval of the merger agreement and receipt of
required regulatory approvals expected by the end of 2017. The companies
will work diligently with regulators to ensure a successful closing. In
addition, Bayer has committed to a USD 2 billion reverse antitrust break
fee, reaffirming its confidence that it will obtain the necessary
regulatory approvals.

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


---------------------------------------------------------------------------

Information and Explanation of the Issuer to this News:

Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this communication may constitute
'forward-looking statements.' Actual results could differ materially from
those projected or forecast in the forward-looking statements.  The factors
that could cause actual results to differ materially include the following:
the risk that Monsanto Company's ('Monsanto') stockholders do not approve
the transaction; uncertainties as to the timing of the transaction; the
possibility that the parties may be unable to achieve expected synergies
and operating efficiencies in the merger within the expected timeframes or
at all and to successfully integrate Monsanto's 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, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers) may be
greater than expected following the transaction; the retention of certain
key employees at Monsanto; risks associated with the disruption of
management's attention from ongoing business operations due to the
transaction; the conditions to the completion of the transaction may not be
satisfied, or the regulatory approvals required for the transaction may not
be obtained on the terms expected or on the anticipated schedule; the
parties' ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the merger; 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, 2015 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.  Bayer and
Monsanto assume no obligation to update the information in this
communication, except as otherwise required by law.  Readers are cautioned
not to place undue reliance on these forward-looking statements that speak
only as of the date hereof.

Additional Information and Where to Find It
This communication relates to the proposed merger transaction involving
Monsanto and Bayer.  In connection with the proposed merger, Monsanto and
Bayer intend to file relevant materials with the SEC, including Monsanto's
proxy statement on Schedule 14A (the 'Proxy Statement').  This
communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval,
and is not a substitute for the Proxy Statement or any other document that
Monsanto may file with the SEC or send to its stockholders in connection
with the proposed merger.  STOCKHOLDERS OF MONSANTO ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION.  Investors and security holders will be able to
obtain the documents (when available) free of charge at the SEC's web site,
http://www.sec.gov, and Monsanto's website, www.monsanto.com, and Monsanto
stockholders will receive information at an appropriate time on how to
obtain transaction-related documents for free from Monsanto.  In addition,
the documents (when available) may be obtained free of charge by directing
a request to Corporate Secretary, Monsanto Company, 800 North Lindbergh
Boulevard, St. Louis, Missouri 63167, or by calling (314) 694-8148.

Participants in Solicitation
Monsanto, Bayer and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
holders of Monsanto common stock in respect of the proposed transaction. 
Information about the directors and executive officers of Monsanto is set
forth in the proxy statement for Monsanto's 2016 annual meeting of
stockholders, which was filed with the SEC on December 10, 2015, and in
Monsanto's Annual Report on Form 10-K for the fiscal year ended August 31,
2015, which was filed with the SEC on October 29, 2015.  Other information
regarding the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or otherwise,
will be contained in the Proxy Statement and other relevant materials to be
filed with the SEC in respect of the proposed transaction when they become
available.

14.09.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

---------------------------------------------------------------------------
 
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
 
---------------------------------------------------------------------------