Proxy Advisory Firms Recommend Shareholders Vote For Monsanto-Bayer Merger

Monsanto Company announced that leading independent proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC (Glass Lewis) have both recommended that Monsanto shareowners vote “FOR” the proposal to adopt the Agreement and Plan of Merger providing for the acquisition of Monsanto by Bayer Aktiengesellschaft.

Under the terms of the merger agreement, which is being submitted to a vote at a special meeting of Monsanto shareowners to be held on Dec. 13, 2016, Monsanto shareowners will receive $128 per share in cash at the closing of the merger.

In its recommendation, ISS stated, among other things, that1: “The offer represents a 41.7 percent premium to the unaffected price, a 29.8 percent premium to the three-year median EV/NTM EBITDA multiple, and a 22.7 percent premium to the three-year median NTM P/E multiple. Moreover, the offer does not appear to be opportunistic and no superior proposals have been publicly disclosed, despite a reasonable 3.3 percent termination fee. In light of these factors and the certainty of value inherent in cash consideration, support for this proposal is warranted.”

In its recommendation, Glass Lewis stated, among other things, that1: “On balance, we believe that the company conducted a reasonably thorough strategic review process prior to agreeing to the proposed merger with Bayer. Further, we believe that the cash consideration provides shareholders with a fairly attractive exit valuation and premium for their Monsanto shares. The merger agreement also includes a $2.0 billion reverse termination fee potentially payable by Bayer, which helps to mitigate some of the regulatory risk of the deal from the perspective of the company and its shareholders. Based on these factors and absent a superior competing offer, we believe that the proposed merger warrants shareholder support at this time.”

Commenting on the proxy advisors’ reports, Hugh Grant, Monsanto Chairman and Chief Executive Officer, noted, “The ISS and Glass Lewis recommendations are consistent with our view that the combination of Bayer and Monsanto represents compelling value for our shareowners, as well as an opportunity to drive innovation for growers around the world. We continue to expect the combination to close by the end of 2017.”

The adoption of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of common stock entitled to vote at the special meeting and is a condition to the completion of the merger. A failure to vote or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. All shareowners are asked to vote “FOR” the proposal to adopt the merger agreement as soon as possible.

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