Monsanto Shareowners Approve Bayer Deal

14.12.2016 -

At a special meeting on Dec. 13, shareholders of US agriculture giant group voted nearly unanimously to approve the proposed merger with Germany’s Bayer, assuring themselves of the agreed $138 per share cash payout. Bayer said 99% of those casting votes – representing 75% of all Monsanto shareholder base as of Nov. 7 – said yes to the deal. They also agreed on an advisory (non-binding) basis that compensation may be paid to the US company’s executives in connection with the merger.

All told, the deal sees Bayer paying a total of $57 billion to Monsanto shareholders and assume $9 billion in Monsanto debt.

Bayer shareholders were not required or asked to vote on the transaction, as its management opted to finance the buy with a bridge loan that was later replaced by a bond issue. An equity component of around $22 billion would have triggered a vote, analysts said, adding that a capital increase to raise funding would have offered activist investors and hedge funds the chance to kill the deal. Many Bayer shareholders were highly critical of the takeover plan.

"We are pleased we received such strong support from our shareowners," said chairman and CEO Hugh Grant, commenting on Tuesday’s vote. He called the vote a milestone along the path to combining two complementary companies and delivering on “a shared vision for the future of agriculture,” aimed at addressing broad global challenges such as climate change and food scarcity.

“Together, Bayer and Monsanto will be able to offer the new, innovative solutions that our customers need. We look forward to completing the transaction and working closely with Monsanto to ensure a successful integration,” said Bayer CEO Werner Baumann.

The transaction is subject to a number of conditions, including regulatory approvals still outstanding in major markets. Bayer said it has submitted a number of papers, including the US Hart-Scott-Rodino Act filing. This US federal premerger notification program provides the regulatory bodies Federal Trade Commission and the Department of Justice with advance information about proposed mergers and acquisitions above a certain size.

Baumann said he expects the Monsanto takeover to close by the end of next year. Post-closing, Bayer said it is “committed to returning to the single-A credit rating category over the long term.”