DGAP-Adhoc

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

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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.