Bayer has raised its all-cash offer to Monsanto to about $65 million in an updated proposal submitted to Monsanto on July 9. Bayer would pay shareholders from $122 to $125 per share. In addition, Bayer has comprehensively addressed Monsanto’s questions concerning financing and regulatory matters and is prepared to make certain commitments to regulators, if required, to complete the proposed acquisition of Monsanto.
Bayer reaffirmed that its offer provides transaction certainty and would not be subject to a financing condition. A syndicated loan facility agreement sufficient to provide the entire transaction financing is ready and prepared to be co-underwritten by five banks – Bank of America Merrill Lynch, Credit Suisse, Goldman Sachs, HSBC and JP Morgan.
Bayer remains confident in its ability to obtain all necessary regulatory approvals in a timely manner given complementary geographic and product portfolios. In addition to certain commitments to regulators, should they be required, Bayer has offered a $1.5 billion reverse antitrust break fee, reaffirming its confidence in a successful closing.
“We are convinced that this transaction is the best opportunity available to provide Monsanto shareholders with highly attractive, immediate and certain value. Bayer is fully committed to pursuing this transaction,” said Werner Baumann, CEO of Bayer AG.
The revised offer represents a premium of 40% over Monsanto’s closing share price on May 9, 2016.