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.

Topics: ,

Agrichemicals

Agrichemicals

Albaugh Partners on Herbicide-Tolerant Wheat Production System

CoAxium Wheat Production System is a joint collaboration driven to deliver innovative and novel solutions for wheat producers in North America and beyond.

Agrichemicals

Syngenta Seed Treatment Insecticide Gets EPA Approval

The active ingredient in Fortenza, cyantraniliprole, is labeled to protect against above- and below-ground insects.

Agrichemicals

Syngenta Seeking Approval for New Dicamba Premix

Upon registration by the U.S. Environmental Protection Agency, the herbicide will be marketed as Tavium® plus VaporGrip® Technology (Tay-vee-um).

Flag of China
Agrichemicals

Tax Rebates to Boost China’s Formulation Exports

This issue was a long-time thorn in the eyes of China’s industry, lowering motivation for value-added processing of technical into formulations and slowing down development.

Agrichemicals

Syngenta Launches Plenaris Seed Treatment

Syngenta announced today the launch of Plenaris seed treatment fungicide for the control of downy mildew in sunflower.

Adjuvants

Specialty Chemical Companies Clariant and Huntsman to Merge

Clariant and Huntsman Corp. announced they will combine in a merger of equals through an all-stock transaction.

Agrichemicals

New EPA Approval Expands Monsanto Herbicide Portfolio

Monsanto announced today that EPA has federally approved Harness MAX Herbicide, the first herbicide in the Monsanto portfolio to provide

Agrichemicals

ChemChina Completes the First Settlement of the Tender Offers for Syngenta

China National Chemical Corp. has announced the successful completion of the First Settlement of ChemChina’s tender offers for Syngenta. Shareholders

Agrichemicals

Adama Expands Nimitz to Japan, South Korea, Taiwan

Adama has secured regulatory approval for the product in these markets for various crops, among them sweet potatoes, fruiting vegetables, melons and others.

Agrichemicals

EPA Reopens Comment Period for Pyrethroids

U.S. EPA announced it reopened the comment period regarding the preliminary ecological risk assessment for pyrethroid insecticides, and it will

Agrichemicals

Pacific Agriscience Puts Together M&A Deal Spanning Two Continents

French farmer cooperative InVivo has acquired a majority stake in CCAB Agro, a Brazil-based importer of generic crop chemicals. InVivo,

Agrichemicals

Dow AgroSciences Issues Statement on Department of Commerce Announcement

Tim Hassinger, President and CEO, Dow AgroSciences, has issued the following statement regarding a press release issued by the U.S.

Agrichemicals

UK Crop Production ‘At Risk’ if Neonicotinoids More Widely Restricted

Maintaining production of many UK crops is at risk if neonicotinoids are more widely restricted or banned completely, according to

Bayer
Agrichemicals

Bayer to Sell Liberty Crop Protection Brands to Get Monsanto Deal Passed

Bayer has agreed to sell its Liberty herbicide and LibertyLink-branded seeds businesses to win antitrust approval for its acquisition of

Agrichemicals

Syngenta Shareholders Accept ChemChina Offer

China National Chemical Corporation (ChemChina) announced the provisional interim results for ChemChina’s offer to acquire Syngenta. At the end of

Agrichemicals

Plant Impact, Ghent University Collaborate on Novel Chemical Compounds that Improve Drought Tolerance

Plant Impact plc, a leader in research and development in crop enhancement products that growers can rely on to improve

Headquarters Belchim
Agrichemicals

Belchim Crop Protection to Acquire Engage Agro USA

Belgian company Belchim Crop Protection (Londerzeel) has agreed to acquire the American agrochemical company Engage Agro USA, LLC (based in

Werner Baumann and Hugh Grant
Agrichemicals

Bayer Raises Profit Outlook on Crop Protection Products, Sees Monsanto Deal Closure by Year End

Bayer AG raised its outlook for the year, citing a rebound in chemicals and crop products, as management works to

Agrichemicals

MEPs Trying to Block Glyphosate Re-authorization Dealt Devastating Blow

Last month, 30 MEPs wrote to European Commission President Jean-Claude Juncker suggesting the European Chemical Agency’s ruling that glyphosate was

Latest News

Agrichemicals

Albaugh Partners on Herbicide-Tolerant Wheat Production System

CoAxium Wheat Production System is a joint collaboration driven to deliver innovative and novel solutions for wheat producers in North America and beyond.

Agrichemicals

Syngenta Seed Treatment Insecticide Gets EPA Approval

The active ingredient in Fortenza, cyantraniliprole, is labeled to protect against above- and below-ground insects.

Agrichemicals

Syngenta Seeking Approval for New Dicamba Premix

Upon registration by the U.S. Environmental Protection Agency, the herbicide will be marketed as Tavium® plus VaporGrip® Technology (Tay-vee-um).

Americas

The Mixing Bowl Event Connects Technology, Food, and Ag Innovators

For the fourth consecutive year, The Mixing Bowl presents FOOD IT, under the theme “Fork to Farm.” Action-oriented entrepreneurs, industry

Asia

Acadian Plant Health Launches Biostimulants, BioSwitch Technology in India

Acadian Plant Health (APH), a division of Acadian Seaplants Ltd. (ASL), announces new partnerships and the launch of its biostimulants