Monsanto shareholders approve $66-bn acquisition by Bayer
14 December 2016
Shareholders of US biotech and crop sciences major Monsanto Company, at a special meeting on Tuesday, approved the company's $66 billion acquisition by a wholly owned subsidiary of German agro-chemicals giant Bayer AG, Monsanto said in a statement.
Under the terms of the merger agreement, Monsanto shareholders will receive $128 per share in cash at the closing of the merger.
The two companies have pledged increased research and development spending post merger with plans to develop a global seeds and biotechnology hub in St Louis to garner regulatory support for the deal, which was agreed upon in September, reports quoting Monsanto CEO Hugh Grant said.
A deal would create a company commanding more than a quarter of the combined world market for seeds and pesticides.
Based on a preliminary tabulation of the shareowner vote, approximately 99 per cent of all votes cast, which represents approximately 75 per cent of all outstanding shares as of 7 November 2016, the record date for the special meeting, were voted in favor of the merger.
Monsanto shareowners also approved the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the company's named executive officers in connection with the merger.
The final voting results on all agenda items will be filed with the SEC in the company's Form 8-K Monsanto said.
''We are pleased we received such strong support from our shareowners,'' said Hugh Grant, Monsanto chairman and chief executive officer. ''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,'' said Werner Baumann, CEO of Bayer AG.
''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.''
The transaction is subject to customary closing conditions, including the receipt of required regulatory approvals. Bayer, with the support of Monsanto, has now submitted a number of filings, including the US Hart-Scott-Rodino Act filing. Closing is expected by the end of 2017.
The proposed merger comes after a string of large mergers the agribusiness sector in the recent past, including ChemChina's purchase of Swiss chemicals company Syngenta AG and a merger of Dow Chemical and DuPont.
The deal also comes amidst uncertainty about whether President-elect Donald Trump, who has vowed to fight businesses offshoring and shifting away from US shores, would stand in the way of a foreign company of a large US company.
Monsanto shares were up 0.4 per cent at $105.00 on Tuesday afternoon, down from the $106.76 closing price on 14 September when the merger plan was announced and far below the $128-per-share acquisition price.