Commission Decision No. 35-M-012/2017 Acquisition by Bayer AG of Monsanto Company

ABSTRACT:

An Agreement and Plan of Merger, dated as of September 14, 2016, (the “Agreement”) has been executed by and among Bayer, KWA and Monsanto pursuant to which KWA will merge with and into Monsanto, with Monsanto surviving as a wholly-owned subsidiary of Bayer.

Pursuant to the Agreement, each share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Bayer, KWA or any other direct or indirect wholly-owned Subsidiary of Bayer and Shares owned by Monsanto or any direct or indirect wholly-owned Subsidiary of Monsanto, and in each case not held on behalf of third parties, and (ii) Shares that are owned by stockholders of Monsanto who have properly demanded and not withdrawn a demand for, or lost their right to appraisal rights shall be converted into the right to receive $128.00 (one hundred twenty eight dollars and zero cents) per Share in cash, without interest.

The total value of the transaction is approximately $66 billion.

See decision: http://phcc.gov.ph/commission-decision-no-35-m-0122017-acquisition-bayer-ag-monsanto-company/