In light of the proposed acquisition of Monsanto, Bayer has signed an agreement to sell further Crop Science businesses to BASF for up to 1.7 billion euros (about $2.1 billion). The businesses to be sold generated total sales of 745 million euros (about $902 million) in 2017.
“With this move, we are implementing the corresponding undertakings made to the European Commission and other regulatory authorities to allow the successful closing of the Monsanto transaction,” explains Werner Baumann, Chairman of the Board of Management of Bayer AG. “In BASF, we are pleased that, for these businesses too, we have found a strong buyer that will continue to serve the needs of growers and offer our employees long-term prospects.” The transaction is subject to regulatory approval as well as the successful closing of Bayer’s acquisition of Monsanto.
The businesses being divested include in particular the global vegetable seeds business, certain seed treatment products, the research platform for wheat hybrids and certain glyphosate-based herbicides in Europe that are predominantly used in industrial applications. In addition, three research projects in the field of total herbicides and Bayer’s digital farming business will also be transferred. In return, Bayer will receive a back license for certain digital farming applications.
The transaction includes the transfer of some 2,500 employees, around 150 of them in Germany. 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,” says Baumann. “With this strong team, I am certain that BASF will be able to achieve further innovation and growth in these businesses.” Bayer continues to work diligently with the relevant authorities with the aim of closing the proposed acquisition of Monsanto in the second quarter of 2018.
Bayer will continue to own, operate and maintain these businesses until the closing of this divestiture. After closing of the proposed Monsanto acquisition, Bayer will remain active in these same areas as a result of the programs, products and offerings it acquires from Monsanto.
The base purchase price of 1.7 billion euros before taxes will be subject to customary adjustments at closing. Bayer will use the proceeds from the announced divestiture after taxes and adjustments to partially refinance the proposed 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 LLP; Dentons; Cohen & Grigsby; Redeker, Sellner & Dahs; Baker McKenzie and Noerr LLP.
In October 2017, Bayer and BASF already concluded an agreement for the sale of certain Crop Science businesses for a base purchase price of 5.9 billion euros (about $7.2 billion). The businesses in this first package – including Bayer’s global glufosinate-ammonium business and the related LibertyLink technology for herbicide tolerance, together with essentially all of the company’s field crop seeds businesses – generated total sales of 1.5 billion euros (about $1.8 billion) in 2017. This transaction includes the additional transfer of more than 1,800 people.