Form SC TO-C MONSANTO CO /NEW/ Filed by: BAYER AKTIENGESELLSCHAFT

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(RULE 14d-100)

 

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

 

 

Monsanto Company

(Name of Subject Company)

 

 

Bayer Aktiengesellschaft

(Names of Filing Person (Offeror))

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

61166W101

(CUSIP Number of Class of Securities)

 

Dr. Jan Heinemann

Bayer Aktiengesellschaft

BAG-LPC-MA

Kaiser-Wilhelm-Allee, Q26

51368 Leverkusen

Germany

(+49) 214 30-1

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

               

       

Copy to:

Matthew G. Hurd

Eric M. Krautheimer

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation		Amount of Filing Fee
Not applicable		Not applicable

 

x               Pursuant to General Instruction D to Schedule TO, no filing fee is required in connection with this filing as it contains only preliminary communications made before the commencement of a tender offer.

 

o                 Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:	Not applicable	Filing Party:	Not applicable
Form or Registration No.:	Not applicable	Date Filed:	Not applicable

 

x               Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x               third-party tender offer subject to Rule 14d-1.

o                 issuer tender offer subject to Rule 13e-4.

o                 going-private transaction subject to Rule 13e-3.

o                 amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

o                 Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o                 Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

 

 

 

EXHIBIT INDEX

 

Exhibit 99.1                              Survey question used in a market research project for Bayer.

 

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Exhibit 99.1

 

The below is a question used in a market research project for Bayer

 

Q47 Statements Related to the Proposed Acquisition

 

The following statements are related to Bayer’s proposed acquisition of Monsanto.

 

Please rate the statements on a scale ranging from 1 to 5. Please use the numbers in between to differentiate your opinion.

 

Strongly  disagree (1)

(2)

(3)

(4)

Strongly  agree  (5)

Don’t  know

It would be advantageous to discontinue the Monsanto name

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I generally don’t like foreign companies taking over US businesses as large as this

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There is a risk that taxes paid by the company will no longer benefit locally

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Putting the two businesses together will drive innovation forward

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More technology in farming is needed to secure the food supply for the increasing world population

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There should be job guarantees

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Bayer would be a good owner for Monsanto

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If Bayer’s proposed acquisition of Monsanto became reality, I would avoid Bayer products

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Forward-Looking Statements

 

This communication 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.

 

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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.

 

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