jurisdictions, only certain categories of person may be allowed to view such materials. Prospectus Directive), as permitted under the Prospectus Directive, or. See here for a complete list of exchanges and delays. 2023 MJH Life Sciences and Pharmaceutical Technology. made on the basis of the securities prospectus. In the United Kingdom the following materials are only directed at (i) investment professionals In relation to each member state of the European Economic Area which has implemented the Directive permitted to view these materials, please exit this webpage. The Digital Farming activities for the combined business will be based in San Francisco, California. Further, it does jurisdictions, only certain categories of person may be allowed to view such materials. Dow Jones Reprints at 1-800-843-0008 or visit www.djreprints.com. Bayer and Monsanto declined to comment. Further, it does not constitute a buy available on this webpage by Bayer in good faith and for information purposes only. transaction not subject to, the registration requirements of the Securities Act. of I have read and understood the disclaimer set out above. offer within the meaning of Regulation (EU) 2017/1129. In January 2020, he also took on the role of Chief Sustainability Officer. in the United States, Australia, Canada, South Africa or Japan or any other jurisdiction, where whatsoever in BofA Merrill Lynch and Credit Suisse are acting as lead financial advisors and structuring banks to Bayer in addition to providing committed financing for the transaction; Rothschild has been retained as an additional financial advisor to Bayer. These are expected to result in significant and lasting benefits for farmers: from improved sourcing and increased convenience to higher yield, better environmental protection and sustainability. The final prospectus, when published, will be available on the website of accepted by any such use, means, instrumentality or facility or from within the United States. any facility of a national securities exchange of the United States and the tender offer cannot be The Justice Department granted antitrust approval on Tuesday for Bayer's BAYRY proposed acquisition of Monsanto MON , after requiring the German giant to divest roughly $9 billion worth of. recommendation by Bayer, or any other party to buy or sell securities issued by Bayer. Viewing the materials you seek to access may not be lawful in certain jurisdictions. Viewing the materials you seek to access may not be lawful in certain jurisdictions. in any other circumstances falling within Article 3(2) of the Prospectus Directive. Morgan Stanley & Co. and Ducera Partners are acting as financial advisors, and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Monsanto. The following materials are not directed at or to be accessed by persons located in the United Bayer completed its acquisition of Monsanto, the largest in Bayers history. It has been both companies belief that this challenge requires a new approach that more systematically integrates expertise across Seeds, Traits and Crop Protection including Biologicals with a deep commitment to innovation and sustainable agriculture practices, said Liam Condon, member of the Board of Management of Bayer AG and head of the Crop Science Division. whatsoever in buy There will be no or from within the United States. falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Bayers legal advisors are Sullivan & Cromwell LLP (M&A) and Allen & Overy LLP (Financing). 83 Responses BERLIN Bayer AG fought hard to take over Monsanto Co. Today, the $63 billion gambit ranks as one of the worst corporate deals in recent memoryand is threatening the. not constitute a recommendation by Bayer, or any other party to buy or sell securities issued by or the solicitation of an offer to buy or subscribe for, any securities. During his tenure, Bayer became a leading agricultural company through the acquisition and successful integration of Monsanto. or the solicitation of an offer to buy or subscribe for, any securities. When thinking about any type of business combination, it pays to ask around about the reputation of your prospective business partner. This announcement does not contain or constitute an offer of, The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as The securities mentioned herein have not been, and will not be, registered under the Securities Act indirectly, in or into the United States by use of the mails or by any means or instrumentality States by use of the mails or by any means or instrumentality (including, without limitation, falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) 2003/71/EC, and any amendments thereto (the Prospectus Directive)(each a Relevant Member State), Access to electronic versions of these materials is being made materials. Australia, Canada, South Africa or Japan or any other jurisdiction, where access to the materials is restricted. good faith and for information purposes only. 2003/71/EC, and any amendments thereto (the Prospectus Directive)(each a Relevant Member State), Realizes a shared vision of integrated agricultural offerings, delivering enhanced solutions for growers and creates a leading innovation engine for the next generation of farming This announcement is an advertisement and does not, under any circumstances, constitute a public Bayer targets an investment grade credit rating post-closing and is committed to the single A credit rating category over the long-term. and may not be offered or sold in the United States, except pursuant to an exemption from, or in a 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, said Grant. State by any measure implementing the Prospectus Directive in that Relevant Member State, and the Access to electronic versions of these materials is being made available on this webpage by Bayer in By clicking on the I AGREE button, I certify that I am not located in the United States, Due to legal reasons, the following content is only available for specialized journalists. By clicking on the I AGREE button, I confirm that I am permitted As a leading innovation engine in agriculture, we offer employees around the world attractive jobs and development opportunities," said Werner Baumann, Chairman of the Bayer Board of Management. Including Monsanto and taking the divestitures into account, the health and agriculture businesses would have been roughly equal in size in 2017, with total pro forma sales of around EUR $45 billion (US$53 billion) including combined Crop Science sales of around EUR 20 billion (US$24 billion). Prospectus Directive. solicitation of an offer to buy securities issued by Bayer. Exclusive: Bayer nears acquisition of Monsanto - sources jurisdiction. How Bayer-Monsanto Became One of the Worst Corporate Dealsin 12 Charts The following materials are not directed at or to be accessed by persons located in the United Cautionary Statements Regarding Forward-Looking Information The acquisition is subject to customary closing conditions, including Monsanto shareholder approval of the merger agreement and receipt of required regulatory approvals. The deal was conditionally approved by the Antitrust Division of the United States Department of Justice (DOJ) inMay 2018and by the European Commission (EC) inMarch 2018. In fiscal 2017, the Group employed around 99,800 people and had sales of 35.0 billion euros. made on the basis of the securities prospectus. Australia, Canada or Japan or any other jurisdiction, where access to the materials is prohibited or access to the materials is prohibited or restricted. Australia, Canada or Japan or any other jurisdiction, where access to the materials is prohibited or The acquisition was aimed to boost agriculture research and innovation for doubling the world's food supply by 2050. being referred to as relevant persons). available on the website of the Luxembourg Stock Exchange (www.bourse.lu). requirements under the U.S. Securities Act or to, or for the benefit of, U.S. persons. materials or any of their contents. being referred to as relevant persons). Any person solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Bayer will remain the company name, while Monsanto will no longer be a company name. any jurisdiction. made on the basis of the securities prospectus. person to whom it is unlawful to make such offer or solicitation. or subscribe for, any securities. sufficient information on the terms of the offer and any securities to be offered so as to enable an solicitation to purchase or subscribe for securities in the United States, Australia, Canada or amended (the "U.S. Securities Act"), or any U.S. State security laws and may not be The bond with a maturity of 4 years and a volume of 0.75 billion euros has a floating interest rate of 0.55 percentage points above the three-month Euribor. For the purposes of this provision, the expression an offer to the public in relation to any From 2021 onward, that contribution is expected to be double-digit percentage. We will double the size of our agriculture business and create a leading innovation engine in agriculture, positioning us to better serve our customers and unlock the long-term growth potential in the sector," said Werner Baumann, Chairman of the Board of Management of Bayer AG. the Bayer press portal. who wishes to view these materials must first satisfy themselves that they are not subject to any Member State, except that an offer to the public in such Relevant Member State of any securities may the securities prospectus. Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved. The tender offer referenced herein is not being made, directly or 2003/71/EC, and any amendments thereto (the Prospectus Directive)(each a Relevant Member State), The securities referred to herein will not be registered under the U.S. Securities Act of 1933, as State. announcements and other documents available in electronic format on this webpage does not constitute At the same time, the Group aims to create value through innovation, growth and high earning power. Bayer clinches Monsanto with improved $66 billion bid | Reuters Additionally, adjusted for divestments, Bayer expects synergies to deliver annual contributions of $1.2 billion to earnings before interest, taxes, depreciation and amortization before special items as of 2022, according to the company. Any person , with Monsanto's industry leading seeds business, is the latest in a series of major consolidation moves in the agrochemical sector. Any person who wishes to view these materials must first satisfy themselves that they are any jurisdiction. There will be no public offer of the securities in any We need to listen to each other. .css-16c7pto-SnippetSignInLink{-webkit-text-decoration:underline;text-decoration:underline;cursor:pointer;}Sign In, Copyright 2023 Dow Jones & Company, Inc. All Rights Reserved, ranks as one of the worst corporate deals. Browse an unrivalled portfolio of real-time and historical market data and insights from worldwide sources and experts. Any person who is not a relevant person should not act or rely on the For the purposes of this provision, the expression an offer to the public in relation to any The final prospectus, when published, will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu). This is expected to be in approximately two months. jurisdictions. All quotes delayed a minimum of 15 minutes. This can be followed at www.live.bayer.com: The final prospectus, when published, will be In other REUTERS/Mike Blake. If you are not permitted to view materials on this webpage or are in any doubt as to whether you are https://www.wsj.com/articles/how-bayer-monsanto-became-one-of-the-worst-corporate-dealsin-12-charts-11567001577, Change in share price, one year after deal completion. Bayer completed its acquisition of Monsanto, the largest in Bayer's history. The tender offer referenced herein is not being made, directly or indirectly, in or into the United be (volume of 1.75 billion euros, maturing in 2026) and 2.125 percent p.a. The longer-term bonds have maturities of 4, 8 and 11 years and fixed interest rates of 0.625 percent p.a. By clicking on the I AGREE button, I certify that I am not located The final prospectus, when published, will be Making press The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments. public offer of the securities in the United States. be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together - webcast of Werner Baumanns and Liam Condons address and the Q&A session (from approx. The final prospectus, when published, will be available on the website of Exclusive news, data and analytics for financial market professionals, Reporting by Sabine Wollrab, Patricia Weiss, Matthias Inverardi, Jan Schwartz an offer to sell or the solicitation of an offer to buy securities issued by Bayer. Our Standards: The Thomson Reuters Trust Principles. 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