Monsanto Shareowners Approve Merger with Bayer

Closing of the transaction is expected by the end of 2017.

Monsanto Company (No. 43 on the DiversityInc Top 50 Companies list) announced that at a special meeting of shareowners held on December 13, shareowners of the company approved the merger of Monsanto with a wholly owned subsidiary of Bayer (a DiversityInc Noteworthy Company) Aktiengesellschaft. Under the terms of the merger agreement, Monsanto shareowners will receive $128 per share in cash at the closing of the merger.


"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."

Based on a preliminary tabulation of the shareowner vote, approximately 99 percent of all votes cast, which represents approximately 75 percent of all outstanding shares on Nov. 7, 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 and will also be available at www.monsanto.com/investors.

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 U.S. Hart-Scott-Rodino Act filing. Closing is expected by the end of 2017.

Further information about the proposed transaction is available on the internet at: www.advancingtogether.com

Bayer Issues New Bonds With a  Volume of 15 billion U.S. Dollars

Successful international placement secures long-term financing of the Monsanto acquisition / Issue of eight tranches with maturities of three to 30 years was approximately three times oversubscribed

Originally Published by Bayer.

Via its subsidiary, Bayer U.S. Finance II LLC, Pittsburgh, United States, the Bayer Group is issuing bonds with a volume of 15 billion U.S. dollars guaranteed by Bayer AG. The placement comprises eight tranches with differing maturities and exclusively targets international institutional investors. It was approximately three times oversubscribed and will secure the long-term financing of the Monsanto acquisition.

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Monsanto Company Awards $500,000 Grant to T-REX to Support New Resource Center for Geospatial Innovation

Currently more than 200 small companies and start-ups are housed at T-REX, which is also located about two miles away from the National Geospatial-Intelligence Agency construction site.

REUTERS

Originally Published by Monsanto.

In its continued support of geospatial innovation, Monsanto Company has awarded a $500,000 grant to T-REX, a St. Louis based non-profit business and technology incubator to support the creation of a new Geospatial Resource and Innovation Center.

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Bayer Closes Monsanto Acquisition

J.P. Morgan assisted Bayer with processing the purchase price payment for the largest acquisition in the company's history.

Originally Published by Bayer.

Bayer successfully completed the acquisition of Monsanto on Thursday. Shares in the U.S. company will no longer be traded on the New York Stock Exchange, with Bayer now the sole owner of Monsanto Company. Monsanto shareholders are being paid 128 U.S. dollars per share. According to the conditional approval from the United States Department of Justice, the integration of Monsanto into Bayer can take place as soon as the divestments to BASF have been completed. This integration process is expected to commence in approximately two months.

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Monsanto and 2Blades Foundation Collaborate to Combat Devastating Soybean Disease


"Collaboration with industry is vital to ensure that new discoveries made in the lab can lead to innovations that will prevent crop losses caused by plant disease," said Dr. Peter van Esse, leader of the 2Blades Research Group at TSL.

REUTERS

Originally Published by Monsanto.

Monsanto Company and charitable organization 2Blades Foundation (2Blades) have formed a new collaboration to discover novel sources of genetic resistance to Asian soybean rust (ASR). 2Blades will deliver resistance genes in further collaboration with The Sainsbury Laboratory (TSL, Norwich, UK), the leading global institute for research on plant-pathogen interactions, and the Universidade Federal de Viçosa (UFV), a leading university in agricultural sciences in Brazil.

Asian soybean rust, a disease caused by the fungus Phakopsora pachyrhizi, results in yellowing and browning of soybean leaves and can lead to premature senesence and significant yield loss. According to the U.S. Department of Agriculture (USDA), P. pachyrhizi has spread rapidly and causes yield losses from 10 to 80% in Argentina, Asia, Brazil, Paraguay, South Africa, and Zimbabwe.1

"Asian soybean rust is an ugly and expensive disease that can devastate farmers' harvests," said Jeremy Williams, Monsanto's biotechnology and ag productivity innovation lead. "Current fungicide treatments can provide some control, but farmers need more tools – and the 2Blades research could help provide a durable solution as part of an integrated pest-management system."

2Blades' mission is to contribute to global food security by developing crops with long-lasting resistance to pathogens in order to reduce losses due to disease. By working with world-leading plant scientists, 2Blades seeks to discover new sources of disease resistance in nature and transfer them into important crops to extend the breadth of their immune system and secure yields.

"Collaboration with industry is vital to ensure that new discoveries made in the lab can lead to innovations that will prevent crop losses caused by plant disease," said Dr. Peter van Esse, leader of the 2Blades Research Group at TSL. "It is therefore exciting to see that our scientific expertise and knowledge on plant-microbe interactions will be combined with Monsanto's capacity to deliver solutions to farmers to tackle a key challenge in soybean cultivation."

"The management of soybean rust requires the integration of different approaches, including disease resistance. This collaboration will allow us to use cutting-edge technologies to speed up the identification of new resistance genes that can be used to deliver more sustainable solutions to soybean farmers, reducing the environmental and economic impact of ASR," said Prof. Sérgio H. Brommonschenkel at UFV.

In January 2017, Monsanto, 2Blades and The Sainsbury Laboratory announced a collaboration focused on tackling corn disease complexes such as stalk and ear rots that have the potential to significantly reduce yield. That research is ongoing and is independent of this new collaboration.

The ASR collaboration complements Monsanto's work to expand the global crop protection toolbox while enabling farmers to produce more with less of an impact on the environment. 2Blades retains rights to deploy new leads arising from the program in crops for smallholder farmers in the least developed countries, with a particular focus on sub-Saharan Africa. Soybean is a crop of significant and increasing importance in Africa, with extraordinary nutritional, soil, and economic benefits. However, the presence of ASR throughout the African continent is a major factor limiting production.

Monsanto: Mark Edge on WEMA, the Fall Armyworm and farmers in Africa

Mark Edge, Director of Collaborations for Developing Countries at Monsanto, talks about WEMA, the initiative that uses Bt maize to eradicate a harmful pest and help smallholder farmers in Africa.

REUTERS

By Mark Edge

Originally Published by Monsanto.

My work at Monsanto over the years has offered me many new challenges – lately I'm working with a team on the complex issue of helping smallholder farmers in Africa get better seed to help them manage the threats to their maize crops.

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