Status Update: Clearance
Acquirer: Bayer AG (Germany)
Acquired: Monsanto (US)
Value: Approx. US$66 Billion
UPDATE: Bayer AG and Monsanto announced on December 1, 2017 that “CFIUS has completed its review of the proposed merger, and has concluded that there are no unresolved national security concerns with respect to the transaction.” (Monsanto Press Release, CFIUS Completes Review of Proposed Merger of Bayer and Monsanto, Dec. 1, 2017.) Pending customary closing conditions, “Bayer and Monsanto will continue to cooperate with the authorities in order to complete the transaction in early 2018.” (Id.)
Posted on January 10, 2017
In a quarterly securities filing, Monsanto noted that the parties were awaiting “completion of the [CFIUS] review process” relating to its pending merger with Bayer. (Monsanto, Form 10-Q, Jan. 6, 2017, SEC Filing.)
Posted on October 12, 2016
Status: Upcoming/New Filing
On September 14, 2016, German based Bayer AG and U.S .based Monsanto Company announced that they signed a definitive merger agreement under which Bayer will acquire Monsanto for US$128 per share, with a total enterprise value of approximately of US$66 billion (Monsanto Press Release (Sept. 14)).
In a merger press conference on September 14, Bayer CEO Werner Baumann stated that “[w]e will proactively and voluntarily file for CFIUS review” (see transcript in Monsanto’s Schedule 14A SEC filing (Sept. 16) here). In a joint investor call that same day, Mr. Liam Condon, a member of the Bayer Board of Management, was positive that CFIUS “should not be an issue for either company”, noting that “in the US we are encouraged by the fact that the ChemChina Syngenta deal was approved from a CFIUS point of view” (see transcript at Ex.99.1 to Monsanto’s Schedule 14A SEC filing (Sept. 16) here). (See also our previously post on CFIUS Clearance: ChemChina and Sygenta AG.)
The deal is expected to create a “global leader in agriculture”, with a broad portfolio, stronger R&D platform, and a “highly complementary” geographic footprint (see Investor Conference Call Presentation, dated Sept. 14, 2016, at Ex.99.1 Monsanto’s Schedule 14A SEC filing (Sept. 14) here).