Form DFAN14A MONSANTO CO /NEW/ Filed by: BAYER AKTIENGESELLSCHAFT
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement | ||
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
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Definitive Proxy Statement | ||
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Soliciting Material under §240.14a-12 | ||
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Monsanto Company | |||
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(Name of Registrant as Specified In Its Charter) | |||
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Bayer Aktiengesellschaft | |||
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
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No fee required. | ||
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
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Exhibit 99.1
Key Metrics of the Monsanto Transaction • Transaction unanimously approved by Monsanto’s Board of (1) As of May 9, 2016, the day before Bayer’s first written proposal to Monsanto; (2) Last Twelve Months (3) as per Bloomberg, Sep 13, 2016; Fx rate: USD/EUR=1.11 Acquisition of Monsanto pending Page 8 Meet Management in Cologne • September 20, 2016 Offer Summary • All-cash consideration of $128 per Monsanto share • Enterprise value (EV) of $66bn including net debt Directors, Bayer’s Board of Management and Bayer’s Supervisory Board Key Metrics • Premium of 44% to Monsanto’s undisturbed share price of $89.03(1) • Premium of 43% to Monsanto’s three-month volume weighted average share price(1) • LTM(2) EBITDA multiple of 18.6x as of May 31, 2016; consensus(3) FY 2017 EBITDA multiple of 16.5x
Key Metrics of the Monsanto Transaction (cont´d) Acquisition of Monsanto pending Page 9 Meet Management in Cologne • September 20, 2016 Value Creation • Significant value creation through expected synergies confirmed in due diligence: • ~$1.5bn annual net synergies after year three (~80% cost, ~20% sales) • Additional synergies from integrated solutions increasing over the years thereafter • Transaction expected to be accretive to core EPS in the first full year after closing; double-digit percentage core EPS accretion expected in the third full year after closing • Expect to earn cost of capital after year 4 post closing Financing • Permanent financing expected to consist of a combination of debt and equity • Expected equity component of ~$19bn, expected to be raised through issuance of mandatory convertible bonds and through a rights issue with subscription rights
Path to Completion of the Monsanto Transaction • September 14, 2016: Signing of merger agreement between Bayer and Monsanto • September, 2016: Commence discussions with regulatory agencies • Late 2016/ early 2017: Monsanto to convene shareholder meeting to merger agreement vote on • Closing expected by the end of 2017 Acquisition of Monsanto pending Page 10 Meet Management in Cologne • September 20, 2016
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