Bayer Raises Offer For Monsanto To $125/shr

(RTTNews) - Bayer AG (BAYZF.PK, BAYRY.PK, BYR.L) said Thursday that it has raised its all-cash offer to Monsanto (MON) shareholders from US$122 to US$125 per share verbally on July 1 and in an updated proposal submitted to Monsanto on July 9.

The proposal came just hours after news that St. Louis-based Monsanto might entertain a deal with another German chemicals giant, BASF SE (BFA.L, BASFY.PK).

Separately, Monsanto acknowledged that it has received a revised, non-binding proposal from Bayer AG for a potential acquisition of Monsanto. The Board of Directors of Monsanto will review the proposal, in consultation with its financial and legal advisors.

Monsanto stated that it will have no further comment until its Board of Directors has completed its review. There is no assurance that any transaction will be entered into or consummated, or on what terms.

Monsanto in May rejected a $122 per share offer from Bayer, saying the bid, which valued the company at $62 billion, was too low.

Meanwhile, Bayer today said it 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- BofA Merrill Lynch, Credit Suisse, Goldman Sachs, HSBC and JP Morgan.

Bayer noted that it 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 US$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.

Bayer stated that the revised offer represents a premium of 40 percent over Monsanto's closing share price on May 9, 2016.

The specific terms of any definitive transaction agreement remain subject to the final approval of Bayer's Supervisory Board.