Bayer Monsanto merger
The combination of Bayer and Monsanto will create a global leader in agriculture.

LEVERKUSEN, GERMANY — Bayer AG on Sept. 14 agreed to acquire St. Louis-based Monsanto Co. in an all-cash transaction for $128 per share, equating to a total purchase price of approximately $66 billion. The transaction price represents a 44% premium to Monsanto’s share price on May 9, the day before Bayer submitted its first written proposal to acquire Monsanto.

Werner Baumann, Bayer
Werner Baumann, c.e.o. of Bayer AG

“We are pleased to announce the combination of our two great organizations,” said Werner Baumann, chief executive officer of Bayer AG. “This represents a major step forward for our Crop Science business and reinforces Bayer’s leadership position as a global innovation-driven Life Science company with leadership positions in its core segments, delivering substantial value to shareholders, our customers, employees and society at large.”

Hugh Grant, chairman and c.e.o. of Monsanto, called the deal a “testament to everything we’ve achieved and the value that we have created for our shareholders.”

Hugh Grant, Monsanto
Hugh Grant, chairman and c.e.o. of Monsanto

“We believe that this combination with Bayer represents the most compelling value for our shareowners, with the most certainty through the all-cash consideration,” Mr. Grant said.

The transaction has been approved by the boards of both companies and is expected to be completed by the end of 2017, but it still must receive approval from regulatory agencies. In a Sept. 14 conference call with analysts, Mr. Baumann said the companies already have received “encouraging feedback” from regulatory agencies. A $2 billion reverse antitrust break fee is in place in the event the transaction fails to obtain the necessary regulatory clearance.

Bayer first made a play for Monsanto back in mid-May, an offer that was quickly rebuffed by Monsanto. On July 14, Bayer raised its all-cash offer to $125 per share from $122 per share, but still the board of directors of Monsanto described the takeover bid as “financially inadequate and insufficient to ensure deal certainty.”

According to the companies, the transaction will unite two “different, but highly complementary businesses.” The combined business is expected to benefit from Monsanto’s leadership in seeds and traits and Climate Corp. platform along with Bayer’s broad crop protection product line.

The combination also will bring together both companies’ innovation capabilities and R.&D. technology platforms, with an annual pro-forma R.&D. budget of approximately €2.5 billion.

“We are entering a new era in agriculture — one with significant challenges that demand new, sustainable solutions and technologies to enable growers to produce more with less,” Mr. Grant said. “This combination with Bayer will deliver just that — an innovation engine that pairs Bayer’s crop protection portfolio with our world-class seeds and traits and digital agriculture tools to help growers overcome the obstacles of tomorrow. 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.”

Following completion of the transaction the combined agriculture business will have its global Seeds & Traits and North American commercial headquarters in St. Louis, its global Crop Protection and overall Crop Science headquarters in Monheim, Germany, and an important presence in Durham, N.C., as well as many other locations throughout the United States and around the world. The Digital Farming activities for the combined business will be based in San Francisco.