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Monsanto Shareowners Approve Merger With Bayer

Hurdles still remain, but the merger is one step closer to fruition.

Monsanto shareholders today approved a merger of the St. Louis firm with Bayer Aktiengesellschaft. According to press releases sent out by both companies, Monsanto shareowners will receive $128 per share in cash at the closing of the merger.

It’s important to note that hurdles remain before this merger becomes reality. Regulators in the U.S. and European Union, for example, are scrutinizing the merger, and divestitures could result. Still, this represents one step closer to Monsanto and Bayer becoming one firm.

“We are pleased we received such strong support from our shareowners,” says Hugh Grant, Monsanto chairman and chief executive officer, in a press release. “This is an important milestone as we work to combine our two complementary companies and deliver on our shared vision for the future of agriculture. By bringing together our expertise and our resources to drive this shared vision, we can do even more together to benefit growers around the world and to help address broad global challenges like climate change and food scarcity.”

“The acquisition of Monsanto is driven by our strong belief that this combination can help address the growing challenges facing farmers and the overall agriculture industry today and in the future,” says Werner Baumann, CEO of Bayer AG, in a press release. “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.”

Grant has previously said that overlaps are minimal between the two companies. Monsanto’s strengths include seeds and traits, while Bayer has a wide chemistry portfolio. Both companies both have ongoing biological products and research programs. Data science is also part of the acquisition, as Bayer has said it values Monsanto’s digital ag investment in The Climate Corporation.

Based on a preliminary tabulation of the shareowner vote, approximately 99% of all votes cast, which represents approximately 75% of all outstanding shares on November 7, 2016, the record date for the special meeting, were voted in favor of the merger. This is according to a Bayer press release. The release also said Monsanto shareowners also approved the proposal to approve, on an advisory (nonbinding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger.

The transaction is subject to customary closing conditions, including the receipt of required regulatory approvals, according to the press release. Bayer, with the support of Monsanto, has now submitted a number of filings, including the U.S. Hart-Scott-Rodino Act filing. Closing is expected by the end of 2017.





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