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Re:

Bayer’s Monsanto Acquisition Closed on June 7, 2018

Bayer completed its Monsanto acquisition on June 7, 2018, paying shareholders $128 per share. Legal closing came before operational integration.
From TheFinanceBase Team2 min to read
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Bayer’s planned June 7, 2018, acquisition of Monsanto did close that day. Monsanto shareholders were paid $128 per share, and Monsanto became a wholly owned Bayer subsidiary. The legal closing transferred ownership; it did not mean the companies could immediately integrate their operations.

What happened on June 7, 2018?

Bayer announced on June 4 that it expected to complete the acquisition on June 7, subject to regulatory approvals. Bayer confirmed completion on June 7. Monsanto shares stopped trading on the New York Stock Exchange, and Monsanto became a wholly owned Bayer subsidiary.

At closing, Monsanto shareholders received $128 per share, the consideration set out in the transaction agreement. This per-share payment is distinct from Bayer’s broader cost estimate: on June 4, Bayer estimated the total at approximately $63 billion, including Monsanto debt outstanding as of February 28, 2018.

Why closing did not mean immediate integration

Legal ownership and operational integration were separate steps. Under the conditions of the U.S. Department of Justice’s approval, Bayer and Monsanto had to remain separate and operate separately until the required divestitures to BASF were completed. Bayer said it expected those divestitures to take about two months. In August 2018, Bayer reported that the conditions had been fulfilled and that integration could begin.

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The regulatory steps reflected competition concerns. On May 29, 2018, the U.S. Department of Justice announced a negotiated divestiture. The European Commission had found the transaction compatible with the internal market and the European Economic Area Agreement subject to conditions.

What the deal meant for the Monsanto name

Bayer said it would remain the company name and that acquired products would keep their brand names. Monsanto, however, would cease to be a company name. The corporate change therefore did not mean that every product formerly associated with Monsanto would immediately be renamed.

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What Bayer forecast at the time

In announcing the closing, Bayer described expected benefits for the combined agriculture business. These were company forecasts made in 2018, not proof of outcomes subsequently achieved:

  • Bayer estimated pro forma agriculture research and development investment of €2.4 billion in 2017, taking divestitures into account.
  • Bayer forecast a positive contribution to core earnings per share beginning in 2019.
  • Bayer expected annual EBITDA synergies of $1.2 billion from 2022, adjusted for divestitures.

Bayer’s stated rationale was that the acquisition would strengthen its portfolio in health and nutrition. That was the company’s characterization of the deal, not an independent assessment of its effects.

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