Financing and Closing Conditions
Bayer intends to finance the transaction with
a combination of debt and equity. The equity
component of approximately USD 19 billion is
expected to be raised through an issuance of
mandatory convertible bonds and through a
rights issue with subscription rights. Bridge
financing for USD 57 billion is committed by
BofA Merrill Lynch, Credit Suisse, Goldman
Sachs, HSBC and JP Morgan.
Bayer has a proven track record of disciplined
deleveraging after large acquisitions and believes that the strong cash flows of the combined business will contribute to improving its
financial profile. Bayer targets an investment
grade credit rating post-closing and is committed to the single “A” credit rating category
over the long-term.
The acquisition is subject to customary closing
conditions, including Monsanto shareholder
approval of the merger agreement and receipt
of required regulatory approvals. Closing is
expected by the end of 2017. The companies
will work diligently with regulators to ensure
a successful closing. In addition, Bayer has
committed to a USD 2 billion reverse antitrust
break fee, reaffirming its confidence that it
will obtain the necessary regulatory approvals.
tions throughout the U.S. and around the
world. The Digital Farming activities for the
combined business will be based in San Francisco, California.
“This combination is a great opportunity for
employees, who will be at the forefront of innovation in our sector. This transaction also
enhances Bayer’s strong commitment to the
U.S., building on our 150-year history with
operations across 25 states employing more
than 12,000 people in the country. I am convinced that Monsanto will flourish as part of
one of the most respected and trusted companies in the world,” said Baumann.
Bayer has extensive experience in successfully
integrating acquisitions from a business, geographic and cultural perspective, and remains
committed to its strong culture of innovation,
sustainability and social responsibility.
Advisors to the Transaction
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. Bayer’s legal advisors
are Sullivan & Cromwell LLP (M&A) and Allen
& Overy LLP (Financing).
Headquarters and Employees
The combined agriculture business will have
its global Seeds & Traits and North American
commercial headquarters in St. Louis, Missouri, its global Crop Protection and overall
Crop Science headquarters in Monheim, Germany, and an important presence in Durham,
North Carolina, as well as many other loca-
Morgan Stanley & Co. and Ducera Partners are
acting as financial advisors, and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to
Monsanto.
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