DGAP-Adhoc

Bayer Aktiengesellschaft: Negotiations regarding Monsanto acquisition advance

Bayer Aktiengesellschaft / Key word(s): Statement

06.09.2016 00:38

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.

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Leverkusen, September 06, 2016
Bayer confirms advanced negotiations with Monsanto concerning a proposed
transaction. While key terms and conditions have not yet been agreed, Bayer
would be prepared to provide a transaction consideration of USD 127.50 per
Monsanto share only in connection with a negotiated transaction. There can
be no assurance that the parties will enter into an agreement.

The proposed transaction would be subject to regulatory approval and other
customary closing conditions. The key conditions of a definitive
transaction agreement must be approved by the Supervisory Board of Bayer
AG.

Contact:
Mr. Peter Dahlhoff, Bayer AG, Investor Relations, Phone: [phone],
e-mail: [e-mail], Fax: [phone]


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Information and Explanation of the Issuer to this News:

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.

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.

06.09.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Language: English
Company: Bayer Aktiengesellschaft
Kaiser-Wilhelm-Allee 1
51373 Leverkusen
Germany
Phone: [phone]
Fax: [phone]
E-mail: [e-mail]
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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