On April 26, 2018, Bayer agreed to sell a further group of Crop Science businesses to BASF for up to €1.7 billion before taxes. Bayer said the sale was part of commitments to regulators in connection with its proposed acquisition of Monsanto. It was a separate, additional package—not the Monsanto acquisition itself and not the full set of Bayer assets BASF acquired.
What did Bayer agree to sell?
The April 2018 package included Bayer operations and assets in several areas:
- Bayer’s global vegetable-seeds business, mainly operated under the Nunhems brand.
- Certain seed-treatment products.
- The research platform for hybrid wheat.
- Certain glyphosate-based herbicides in Europe, used predominantly in industrial applications.
- Three research projects in total herbicides.
- Bayer’s digital farming business, with Bayer receiving a back license for certain digital farming applications.
Bayer reported that these businesses generated €745 million in sales in 2017. That figure applies to the further package announced in April, not to all Bayer businesses eventually acquired by BASF. Bayer’s April 26, 2018 announcement set the purchase price at up to €1.7 billion before taxes, subject to customary adjustments at closing.
Why was Bayer selling the businesses?
Bayer tied the divestiture to its proposed acquisition of Monsanto. Chairman Werner Baumann said the move implemented undertakings made to the European Commission and other regulatory authorities “to allow the successful closing of the Monsanto transaction.” That was Bayer’s explanation of its action, rather than an independent regulatory finding.
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The sale was conditional on regulatory approval and the successful closing of Bayer’s Monsanto acquisition. Bayer said it would continue operating the businesses until the divestiture closed.
How did the April package differ from the earlier BASF agreement?
Bayer and BASF had already agreed in October 2017 on a separate Crop Science divestiture. That earlier package included Bayer’s global glufosinate-ammonium business and related LibertyLink technology, as well as essentially all of Bayer’s field-crop seed businesses. Bayer said the earlier package generated €1.5 billion in 2017 sales.
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The two announcements therefore describe separate packages with different assets and sales figures:
| Agreement | Scope described in Bayer’s announcements | 2017 sales reported | Price scope |
|---|---|---|---|
| October 2017 | Global glufosinate-ammonium business and related LibertyLink technology, plus essentially all field-crop seed businesses. | €1.5 billion, according to Bayer. | The €1.7 billion price cited for the further package does not apply to this earlier package. |
| April 2018 | Vegetable seeds, certain seed treatments, hybrid-wheat research, certain European glyphosate-based herbicides, three total-herbicide research projects, and digital farming. | €745 million, according to Bayer. | Up to €1.7 billion before taxes, subject to customary closing adjustments. |
BASF later reported a €7.6 billion all-cash purchase price, subject to adjustments, for the combined acquisitions under both agreements. That combined figure should not be read as the price for the April 2018 package alone. BASF also reported €2.2 billion in combined 2017 sales for businesses and assets in the overall divestiture program.
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What did the vegetable-seeds business include?
BASF described the global vegetable-seeds business, mainly operated under the Nunhems brand, as covering 24 crops and about 2,600 varieties. It also reported more than 100 breeding programs in more than 15 crops. Those figures describe this vegetable-seeds operation, not every asset in the April package.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.When did BASF complete the acquisition?
BASF reported that it closed the acquisition of a range of Bayer businesses and assets on August 1, 2018, while the vegetable-seeds business remained to close separately. BASF announced the vegetable-seeds closing on August 16, completing the acquisition of the divested businesses and assets. Its August 1 announcement combined the October 2017 and April 2018 acquisitions in a broader asset list, so not every item in that list belongs exclusively to the April package.
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For the April package, Bayer said about 2,500 employees were to transfer, including around 150 in Germany. BASF committed to maintain permanent positions under similar conditions for at least three years after closing.
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