October 13, 2017
Bayer signs agreement to sell selected Crop Science businesses to BASF for EUR 5.9 billion
Package includes global glufosinate-ammonium business and selected seeds activities / Assets generated total sales of EUR 1.3 billion in 2016 / Sale is subject to successful closing of Bayer's acquisition of Monsanto / BASF has committed to maintain employment for all transferring permanent employees for at least three years post closingLeverkusen, October 13, 2017 - In light of the planned acquisition of Monsanto,
Bayer has signed an agreement to sell selected Crop Science businesses to BASF
for EUR 5.9 billion. The assets to be sold generated net sales of approximately
EUR 1.3 billion in 2016. "We are taking an active approach to address potential
regulatory concerns, with the goal of facilitating a successful close of the
Monsanto transaction," explained Werner Baumann, Chairman of the Board of
Management of Bayer AG. "At the same time, we are pleased that, in BASF, we
have found a strong buyer for our businesses that will continue to serve the
needs of growers and offer our employees long-term prospects." The transaction
is subject to regulatory approvals as well as the successful closing of Bayer's
acquisition of Monsanto.
The assets to be sold include Bayer's global glufosinate-ammonium business and
the related LibertyLink™ technology for herbicide tolerance, essentially all of
the company's field crop seeds businesses, as well as respective research and
development capabilities. The seeds businesses being divested include the
global cotton seed business (excluding India and South Africa), the North
American and European canola seed businesses and the soybean seed business. The
transaction includes the transfer of relevant intellectual property and
facilities, as well as more than 1,800 employees primarily in the United
States, Germany, Brazil, Canada and Belgium. As part of the agreement, BASF has
committed to maintain all permanent positions, under similar conditions, for at
least three years after closing of the transaction.
"We are very grateful to our employees, who have played a key role in the
success of these businesses over the years," said Baumann. "At the same time,
we are aware of the need to address certain overlaps in the combined product
portfolio of Bayer and Monsanto." Bayer continues to work diligently with the
relevant authorities with the aim of closing the planned acquisition of
Monsanto by early 2018.
"With this acquisition, we are seizing the opportunity to purchase highly
attractive assets in key row crops and markets. We look forward to growing
these innovative and profitable businesses and to welcoming the experienced and
dedicated team in crop protection, seeds and traits. These businesses are an
excellent match for BASF Group's portfolio," said Dr. Kurt Bock, Chairman of
the Board of Executive Directors of BASF SE.
"I am very pleased that, in BASF, Bayer has selected an acquirer that, like our
company, attaches a great deal of importance to social partnership and values
its employees. I welcome the fact that BASF has committed to offering
comparable employment conditions for our colleagues," said Oliver Zühlke,
Chairman of the Bayer Central Works Council.
Bayer will continue to own, operate and maintain these businesses until the
closing of this divestiture. After the closure of the planned Monsanto
acquisition, Bayer will continue to be active in these same areas as a result
of Monsanto's current programs, products and offerings.
The base purchase price of EUR 5.9 billion excludes the value of any net
working capital and will be subject to customary adjustments at closing,
including the value of any inventories transferred to BASF. Bayer will use net
proceeds from the announced divestiture to partially refinance the planned
acquisition of Monsanto. Bayer will provide an update on the total expected
synergies from the Monsanto acquisition latest upon closing of the transaction.
BofA Merrill Lynch and Credit Suisse are acting as financial advisors to Bayer.
Bayer's legal advisors are Sullivan & Cromwell, Dentons, Cohen & Grigsby and
Redeker, Sellner & Dahs.
For more information go to www.bayer.com.