M&A Monsanto and bayer merger

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Merger Agreement


Acquiree:                            Monsanto Company, headquartered in St. Louis, Missouri, United States

Acquirer:                             Bayer Aktiengesellschaft, a German stock corporation and KWA Investment Co., a Delaware corporation and an indirect wholly owned subsidiary of Bayer


  1. :                                    US$128 per share, representing a transaction value of around US$66 billion, comprising an equity value (purchase price) of approx. U.S. $57 billion and the assumption of U.S. $9 billion in net debt, including pension liabilities (as of May 31, 2016).
  2.  Acquisition cost:            
  3. Deadline of merger:       Sept. 14, 2017

Either party may terminate the Merger Agreement if the Merger is not consummated by the “outside date” of the Merger Agreement, which is Sept. 14, 2017, but is subject to automatic extension to June 14, 2018, if one or more of the conditions relating to antitrust approvals, completion of CFIUS review and the absence of laws, orders and injunctions have not been satisfied or waived (but all other conditions have been satisfied or were capable of being satisfied).

  1. Breakup contingencies:

$2 billion             Bayer would be required to pay Monsanto a termination fee of $2 billion (reverse antitrust break fee), if the proposed transaction fails to obtain the requisite antitrust approvals in time.

$1.85 billion       Monsanto would be obligated to pay to Bayer a termination fee of $1.85 billion, net of any expense reimbursement. Further, the Company would be required to reimburse Bayer for certain expenses up to $150 million if the Merger Agreement is terminated because the Stockholder Approval is not obtained.

  1. Government antitrust possibilities:

CFIUS (Committee for Foreign Investment in the United States) approval - not yet filed, waiting for approval

Euro antitrust commission - June 2017, not yet filed, waiting approval

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