Bayer disappointed in Monsanto’s decision to reject its increased all-cash offer of USD 125 per share

LEVERKUSEN, 22-Jul-2016 — /EuropaWire/ — Bayer said today that it is disappointed in Monsanto’s decision to reject its increased all-cash offer of USD 125 per share, which represents a 40 percent premium over Monsanto’s closing share price on May 9, 2016. The revised all-cash offer is a compelling opportunity and represents immediate and certain value for Monsanto shareholders amid recent weak business performance and Monsanto’s reduced mid-term outlook.

Bayer reaffirmed that its offer would not be subject to a financing condition. In addition, Bayer has offered a USD 1.5 billion reverse antitrust break fee, reaffirming its confidence in a successful closing.

Bayer is looking forward to continued dialogue with Monsanto under an appropriate confidentiality agreement allowing access to additional information.

For more information please visit: www.advancingtogether.com

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Forward-Looking Statements
This release may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Bayer’s public reports which are available on the Bayer website at www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

Additional Information
This communication relates to a proposed offer by Bayer Aktiengesellschaft or its subsidiaries (“Bayer”), to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Monsanto Company, a Delaware corporation (“Monsanto”). This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of Monsanto. No tender offer for the shares of Monsanto has commenced at this time. At the time a tender offer for the shares of Monsanto is commenced, Bayer will file tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) with the Securities and Exchange Commission (the “SEC”) with respect to the tender offer. Any definitive tender offer documents will be mailed to the stockholders of Monsanto. STOCKHOLDERS OF MONSANTO ARE URGED TO READ THE RELEVANT TENDER OFFER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TENDER OF THEIR SHARES. Stockholders of Monsanto will be able to obtain free copies of these documents (if and when available) and other documents filed by Bayer with the SEC through the website maintained by the SEC at www.sec.gov.
PRESS CONTACTS

Günter Forneck

Bayer AG, Corporate Communications
Head of Corporate Media Relations
Bayer AG
51368 Leverkusen
Germany
Phone: +49 214 30-50446
Fax: +49 214 30-55156
guenter.forneck@bayer.com
Christian Hartel

Bayer AG
Corporate Media Relations
Bayer AG
51368 Leverkusen
Germany
Phone: +49 214 30-47686
Fax: +49 214 30-55156
christian.hartel@bayer.com

SOURCE: Bayer AG