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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bayer Aktiengesellschaft - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 11, 2022 |
IPSC / Century Therapeutics, Inc. / BAYER AKTIENGESELLSCHAFT - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Century Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 15673T100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| December 3, 2020 |
ELAN / Elanco Animal Health Inc / BAYER AKTIENGESELLSCHAFT - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* Under the Securities Exchange Act of 1934 (Amendment No. 1) Elanco Animal Health Incorporated (Name of Issuer) Common Stock (Title of Class of Securities) 28414H103 (CUSIP Number) December 3, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| August 3, 2020 |
AGREEMENT JOINT FILING OF SCHEDULE 13G EX-99.A EXHIBIT A AGREEMENT JOINT FILING OF SCHEDULE 13G The undersigned hereby agree to jointly prepare and file with the Securities and Exchange Commission this Schedule 13G and any future amendments thereto (including amendments on Schedule 13D or Schedule 13G, as applicable) reporting each of the undersigned’s ownership of securities of Elanco Animal Health Incorporated, and hereby affirm that |
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| August 3, 2020 |
ELAN / Elanco Animal Health Inc / BAYER AKTIENGESELLSCHAFT - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* Under the Securities Exchange Act of 1934 Elanco Animal Health Incorporated (Name of Issuer) Common Stock (Title of Class of Securities) 28414H103 (CUSIP Number) August 1, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| November 25, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| November 25, 2016 |
Exhibit 99.1 Investor Presentation December 2016 Page 1 Path to Completion of the Monsanto Transaction Acquisition of Monsanto pending September 14, 2016: Signing of merger agreement between Bayer and Monsanto September, 2016: Commenced discussions with regulatory agencies October 12, 2016: Closing of syndication of $57bn bank facilities; refinancing might be executed in part well in advance of |
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| November 25, 2016 |
Exhibit 99.2 ?I?m not nervous at all.? It would be the biggest deal in German corporate history: Bayer CEO Werner Baumann has set out to acquire genetic engineering company Monsanto. Here, he explains how he copes with the fierce criticism. DIE ZEIT: Mr. Baumann, would you still have set out to acquire Monsanto if you had known who would become the new President of the United States? Baumann: The |
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| November 16, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| November 16, 2016 |
Exhibit 99.1 News Release Bayer AG Communications, Government Relations & Corporate Brand 51368 Leverkusen Germany Tel. +49 214 30-0 www.news.bayer.com NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA Bayer successfully places EUR 4 billion of mandatory convertible notes Leverkusen, November 16, 2016 ? Bayer successfully completed the placement of EUR 4 billion mand |
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| November 15, 2016 |
Exhibit 99.1 Bayer AG Investor Relations 51368 Leverkusen Germany www.investor.bayer.com Bayer to issue mandatory convertible notes Leverkusen, November 15, 2016 The Management Board of Bayer AG (the ?Company?) decided today with the approval of the Supervisory Board to issue subordinated mandatory convertible notes for EUR 4 billion (the ?Notes?) excluding the pre-emptive rights of the shareholde |
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| November 15, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| November 10, 2016 |
Exhibit 99.1 Next steps Bayer intends to finance the transaction with a combination of debt and equity. In early October 2016, the company successfully concluded an agreement for a syndicated loan facility of USD 57 billion. Refinancing in the capital markets will depend on respective market conditions and might be executed in part well in advance of closing of the transaction, which Bayer expects |
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| November 10, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| November 10, 2016 |
Exhibit 99.2 Combination Overview 1. Why is Bayer acquiring Monsanto? ? The agriculture industry is at the heart of one of the greatest challenges of our time: how to feed an additional 3 billion people in the world by 2050. ? At Bayer, we are passionate about tackling large societal challenges through innovation, science and responsibility. ? We have always said that Crop Science is an integral p |
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| November 10, 2016 |
Exhibit 99.2 Combination Overview 1. Why is Bayer acquiring Monsanto? ? The agriculture industry is at the heart of one of the greatest challenges of our time: how to feed an additional 3 billion people in the world by 2050. ? At Bayer, we are passionate about tackling large societal challenges through innovation, science and responsibility. ? We have always said that Crop Science is an integral p |
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| November 9, 2016 |
Exhibit 99.1 Path to Completion of the Monsanto Transaction ? September 14, 2016: Signing of merger agreement between Bayer and Monsanto ? ? September, 2016: Commenced discussions with regulatory agencies October 12, 2016: Closing of syndication of $57bn bank facilities; refinancing might be executed in part well in advance of expected closing ? ? Q4 2016: Submission of regulatory filings in the U |
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| November 9, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| November 9, 2016 |
Exhibit 99.1 Path to Completion of the Monsanto Transaction ? September 14, 2016: Signing of merger agreement between Bayer and Monsanto ? ? September, 2016: Commenced discussions with regulatory agencies October 12, 2016: Closing of syndication of $57bn bank facilities; refinancing might be executed in part well in advance of expected closing ? ? Q4 2016: Submission of regulatory filings in the U |
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| October 31, 2016 |
Exhibit 99.1 Excerpts from Bayer AG Q3 Telephone Press Conference held on October 26, 2016 (translated from the original German): Dr. Preuss: Thank you very much and I would like to welcome you very warmly to our telephone press conference this morning on the occasion of announcing the figures for the third quarter 2016 and thank you for your interest. Here with me are the CEO of Bayer AG, Werner |
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| October 31, 2016 |
Exhibit 99.1 Excerpts from Bayer AG Q3 Telephone Press Conference held on October 26, 2016 (translated from the original German): Dr. Preuss: Thank you very much and I would like to welcome you very warmly to our telephone press conference this morning on the occasion of announcing the figures for the third quarter 2016 and thank you for your interest. Here with me are the CEO of Bayer AG, Werner |
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| October 31, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| October 28, 2016 |
Exhibit 99.1 Excerpts from Bayer AG?s Q3 2016 earnings call held on October 26, 2016: THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT BAYN.DE - Q3 2016 Bayer AG Earnings Call EVENT DATE/TIME: OCTOBER 26, 2016 / 12:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ? 2016 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, includin |
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| October 28, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| October 28, 2016 |
Exhibit 99.1 Excerpts from Bayer AG?s Q3 2016 earnings call held on October 26, 2016: THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT BAYN.DE - Q3 2016 Bayer AG Earnings Call EVENT DATE/TIME: OCTOBER 26, 2016 / 12:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ? 2016 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, includin |
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| October 28, 2016 |
Exhibit 99.1 Excerpts from Bayer AG?s Q3 2016 earnings call held on October 26, 2016: THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT BAYN.DE - Q3 2016 Bayer AG Earnings Call EVENT DATE/TIME: OCTOBER 26, 2016 / 12:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ? 2016 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, includin |
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| October 18, 2016 |
Exhibit 24 POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5 and Schedules 13D and 13G) Know all by these presents that the undersigned hereby constitutes and appoints each of Dr. |
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| October 17, 2016 |
Exhibit 99.1 English translation of interview with Liam Condon, member of the Management Board of Bayer AG, published in German newspaper Die Welt on October 15, 2016: Die Welt, 15.10.2016 ?Our good image is important to us? Bayer Management Board member Liam Condon talks about the Monsanto acquisition, the glyphosate debate and why ?organic? has a lot to do with personal conviction. Liam Condon i |
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| October 17, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| October 13, 2016 |
Interview with Werner Wenning, Chairman of the Supervisory Board of Bayer AG, published in Exhibit 99.1 Interview with Werner Wenning, Chairman of the Supervisory Board of Bayer AG, published in German magazine WirtschaftsWoche on October 13, 2016: ?The deal will be a success? by Jacqueline Goebel and J?rgen Salz Supervisory Board Chairman Werner Wenning defends the Monsanto deal against its critics and announces acquisitions in Pharmaceuticals in the mid-term On the way to meet Werner |
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| October 13, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| October 13, 2016 |
Interview with Werner Wenning, Chairman of the Supervisory Board of Bayer AG, published in Exhibit 99.1 Interview with Werner Wenning, Chairman of the Supervisory Board of Bayer AG, published in German magazine WirtschaftsWoche on October 13, 2016: ?The deal will be a success? by Jacqueline Goebel and J?rgen Salz Supervisory Board Chairman Werner Wenning defends the Monsanto deal against its critics and announces acquisitions in Pharmaceuticals in the mid-term On the way to meet Werner |
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| October 12, 2016 |
Exhibit 99.1 News Release Bayer AG Communications, Government Relations & Corporate Brand 51368 Leverkusen Germany Tel. +49 214 30-0 www.news.bayer.com Bayer successfully closed syndication of USD 56.9 billion acquisition facilities Leverkusen, October 12, 2016 ? The acquisition facilities of USD 56.9 billion that Bayer had agreed with five underwriter banks (BofA Merrill Lynch, Credit Suisse, Gol |
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| October 12, 2016 |
Exhibit 99.1 News Release Bayer AG Communications, Government Relations & Corporate Brand 51368 Leverkusen Germany Tel. +49 214 30-0 www.news.bayer.com Bayer successfully closed syndication of USD 56.9 billion acquisition facilities Leverkusen, October 12, 2016 ? The acquisition facilities of USD 56.9 billion that Bayer had agreed with five underwriter banks (BofA Merrill Lynch, Credit Suisse, Gol |
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| October 12, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| October 12, 2016 |
Exhibit 99.1 News Release Bayer AG Communications, Government Relations & Corporate Brand 51368 Leverkusen Germany Tel. +49 214 30-0 www.news.bayer.com Bayer successfully closed syndication of USD 56.9 billion acquisition facilities Leverkusen, October 12, 2016 ? The acquisition facilities of USD 56.9 billion that Bayer had agreed with five underwriter banks (BofA Merrill Lynch, Credit Suisse, Gol |
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| October 11, 2016 |
Exhibit 99.1 English translation of interview with Bayer CEO Werner Baumann published in German newspaper Sueddeutsche Zeitung on October 10, 2016: ?Some of it is certainly attributable to Monsanto itself.? Werner Baumann, CEO of Bayer, talks about the biggest acquisition in German corporate history, the aggressive business practices of his American counterpart and Europeans? fear of genetic engin |
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| October 11, 2016 |
Exhibit 99.1 English translation of interview with Bayer CEO Werner Baumann published in German newspaper Sueddeutsche Zeitung on October 10, 2016: ?Some of it is certainly attributable to Monsanto itself.? Werner Baumann, CEO of Bayer, talks about the biggest acquisition in German corporate history, the aggressive business practices of his American counterpart and Europeans? fear of genetic engin |
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| October 11, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| September 21, 2016 |
Interview published in German newspaper Exhibit 99.2 Interview published in German newspaper B?rsen-Zeitung: ?A historic day for Bayer? Chief Financial Officer: The purchase price increase will be financed with additional equity capital exclusively BZ: Mr. Dietsch, Bayer has signed the agreement to make the biggest acquisition in the company?s history. What is the timeline from now on? Dietsch: Today is a historic day for Bayer. We are |
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| September 21, 2016 |
Transcript Bayer AG Meet Management 2016 Tuesday, 20th September 2016 Exhibit 99.1 Transcript Bayer AG Meet Management 2016 Tuesday, 20th September 2016 Bayer AG Meet Management 2016 Tuesday, 20th September 2016 Introduction Dr. J?rgen Beunink Head of Investor Relations, Bayer Good morning everybody and welcome to our 18th Meet Management Conference. My name is J?rgen Beunink and I am responsible for Bayers' IR programme. I believe many of you are familiar with the |
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| September 21, 2016 |
Transcript Bayer AG Meet Management 2016 Tuesday, 20th September 2016 Exhibit 99.1 Transcript Bayer AG Meet Management 2016 Tuesday, 20th September 2016 Bayer AG Meet Management 2016 Tuesday, 20th September 2016 Introduction Dr. J?rgen Beunink Head of Investor Relations, Bayer Good morning everybody and welcome to our 18th Meet Management Conference. My name is J?rgen Beunink and I am responsible for Bayers' IR programme. I believe many of you are familiar with the |
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| September 21, 2016 |
Interview published in German newspaper Exhibit 99.2 Interview published in German newspaper B?rsen-Zeitung: ?A historic day for Bayer? Chief Financial Officer: The purchase price increase will be financed with additional equity capital exclusively BZ: Mr. Dietsch, Bayer has signed the agreement to make the biggest acquisition in the company?s history. What is the timeline from now on? Dietsch: Today is a historic day for Bayer. We are |
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| September 21, 2016 |
Transcript Bayer AG Meet Management 2016 Tuesday, 20th September 2016 Exhibit 99.1 Transcript Bayer AG Meet Management 2016 Tuesday, 20th September 2016 Bayer AG Meet Management 2016 Tuesday, 20th September 2016 Introduction Dr. J?rgen Beunink Head of Investor Relations, Bayer Good morning everybody and welcome to our 18th Meet Management Conference. My name is J?rgen Beunink and I am responsible for Bayers' IR programme. I believe many of you are familiar with the |
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| September 21, 2016 |
Interview published in German newspaper Exhibit 99.2 Interview published in German newspaper B?rsen-Zeitung: ?A historic day for Bayer? Chief Financial Officer: The purchase price increase will be financed with additional equity capital exclusively BZ: Mr. Dietsch, Bayer has signed the agreement to make the biggest acquisition in the company?s history. What is the timeline from now on? Dietsch: Today is a historic day for Bayer. We are |
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| September 21, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| September 21, 2016 |
Transcript Bayer AG Meet Management 2016 Tuesday, 20th September 2016 Exhibit 99.1 Transcript Bayer AG Meet Management 2016 Tuesday, 20th September 2016 Bayer AG Meet Management 2016 Tuesday, 20th September 2016 Introduction Dr. J?rgen Beunink Head of Investor Relations, Bayer Good morning everybody and welcome to our 18th Meet Management Conference. My name is J?rgen Beunink and I am responsible for Bayers' IR programme. I believe many of you are familiar with the |
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| September 20, 2016 |
Exhibit 99.1 Interview with Bayer AG CEO Werner Baumann published in Frankfurter Allgemeine Sonntagszeitung: ?A good deal for the world? Bayer CEO Werner Baumann on the love for Monsanto, mistaken beliefs of organic farmers and the penalty should the acquisition fail after all. Mr. Baumann, you are attempting the biggest acquisition in German economic history. Is that a cause for celebration? And |
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| September 20, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| September 20, 2016 |
Interview with Bayer AG CEO Werner Baumann published in Exhibit 99.2 Interview with Bayer AG CEO Werner Baumann published in Manager Magazin: September 15, 2016 Interview with Bayer CEO Baumann following the Monsanto deal Bayer CEO Baumann: ?An extraordinary opportunity? Bayer?s acquisition of Monsanto is a historic deal in nearly every regard ? for both the tradition-rich company and for German industry. Bayer CEO Werner Baumann announced it on Wednes |
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| September 20, 2016 |
Interview with Bayer AG CEO Werner Baumann published in Exhibit 99.2 Interview with Bayer AG CEO Werner Baumann published in Manager Magazin: September 15, 2016 Interview with Bayer CEO Baumann following the Monsanto deal Bayer CEO Baumann: ?An extraordinary opportunity? Bayer?s acquisition of Monsanto is a historic deal in nearly every regard ? for both the tradition-rich company and for German industry. Bayer CEO Werner Baumann announced it on Wednes |
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| September 20, 2016 |
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 |
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| September 20, 2016 |
Exhibit 99.1 Interview with Bayer AG CEO Werner Baumann published in Frankfurter Allgemeine Sonntagszeitung: ?A good deal for the world? Bayer CEO Werner Baumann on the love for Monsanto, mistaken beliefs of organic farmers and the penalty should the acquisition fail after all. Mr. Baumann, you are attempting the biggest acquisition in German economic history. Is that a cause for celebration? And |
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| September 20, 2016 |
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 |
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| September 20, 2016 |
Exhibit 99.1 Interview with Bayer AG CEO Werner Baumann published in Frankfurter Allgemeine Sonntagszeitung: ?A good deal for the world? Bayer CEO Werner Baumann on the love for Monsanto, mistaken beliefs of organic farmers and the penalty should the acquisition fail after all. Mr. Baumann, you are attempting the biggest acquisition in German economic history. Is that a cause for celebration? And |
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| September 20, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| September 20, 2016 |
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 |
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| September 20, 2016 |
Interview with Bayer AG CEO Werner Baumann published in Exhibit 99.2 Interview with Bayer AG CEO Werner Baumann published in Manager Magazin: September 15, 2016 Interview with Bayer CEO Baumann following the Monsanto deal Bayer CEO Baumann: ?An extraordinary opportunity? Bayer?s acquisition of Monsanto is a historic deal in nearly every regard ? for both the tradition-rich company and for German industry. Bayer CEO Werner Baumann announced it on Wednes |
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| September 16, 2016 |
Transcript Bayer and Monsanto Joint Investor Conference Call 14th Wednesday, September 2016 Exhibit 99.1 Transcript Bayer and Monsanto Joint Investor Conference Call 14th Wednesday, September 2016 Forward-Looking Statements Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially |
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| September 16, 2016 |
Transcript Bayer and Monsanto Joint Investor Conference Call 14th Wednesday, September 2016 Exhibit 99.1 Transcript Bayer and Monsanto Joint Investor Conference Call 14th Wednesday, September 2016 Forward-Looking Statements Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially |
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| September 16, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| September 16, 2016 |
Bayer and Monsanto Merger Press Conference Wednesday, 14th September 2016 Exhibit 99.2 Bayer and Monsanto Merger Press Conference Wednesday, 14th September 2016 Bayer and Monsanto Merger Press Conference Michael Preuss Head of Communications, Bayer Introduction Thank you very much ladies and gentlemen and good morning from Europe. Welcome to today?s conference call. You have seen that Bayer Monsanto have announced to create a global leader in Agriculture. And with me he |
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| September 16, 2016 |
BAYER EMPLOYEE WEBCAST September 14th 2016 Exhibit 99.3 BAYER EMPLOYEE WEBCAST September 14th 2016 MODERATOR: Welcome, everybody. Welcome here from New York to our employee webcast. Thanks for joining us today. [Slide 1] My name is Michael Preuss. I?m responsible for Communications and Public Affairs at Bayer. With me here are Werner Baumann (our CEO) and Liam Condon (Board member and responsible for the Crop Science Division.) Both are go |
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| September 16, 2016 |
Bayer and Monsanto Merger Press Conference Wednesday, 14th September 2016 Exhibit 99.2 Bayer and Monsanto Merger Press Conference Wednesday, 14th September 2016 Bayer and Monsanto Merger Press Conference Michael Preuss Head of Communications, Bayer Introduction Thank you very much ladies and gentlemen and good morning from Europe. Welcome to today?s conference call. You have seen that Bayer Monsanto have announced to create a global leader in Agriculture. And with me he |
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| September 16, 2016 |
Bayer and Monsanto Merger Press Conference Wednesday, 14th September 2016 Exhibit 99.2 Bayer and Monsanto Merger Press Conference Wednesday, 14th September 2016 Bayer and Monsanto Merger Press Conference Michael Preuss Head of Communications, Bayer Introduction Thank you very much ladies and gentlemen and good morning from Europe. Welcome to today?s conference call. You have seen that Bayer Monsanto have announced to create a global leader in Agriculture. And with me he |
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| September 16, 2016 |
BAYER EMPLOYEE WEBCAST September 14th 2016 Exhibit 99.3 BAYER EMPLOYEE WEBCAST September 14th 2016 MODERATOR: Welcome, everybody. Welcome here from New York to our employee webcast. Thanks for joining us today. [Slide 1] My name is Michael Preuss. I?m responsible for Communications and Public Affairs at Bayer. With me here are Werner Baumann (our CEO) and Liam Condon (Board member and responsible for the Crop Science Division.) Both are go |
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| September 16, 2016 |
Bayer and Monsanto Merger Press Conference Wednesday, 14th September 2016 Exhibit 99.2 Bayer and Monsanto Merger Press Conference Wednesday, 14th September 2016 Bayer and Monsanto Merger Press Conference Michael Preuss Head of Communications, Bayer Introduction Thank you very much ladies and gentlemen and good morning from Europe. Welcome to today?s conference call. You have seen that Bayer Monsanto have announced to create a global leader in Agriculture. And with me he |
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| September 16, 2016 |
Transcript Bayer and Monsanto Joint Investor Conference Call 14th Wednesday, September 2016 Exhibit 99.1 Transcript Bayer and Monsanto Joint Investor Conference Call 14th Wednesday, September 2016 Forward-Looking Statements Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially |
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| September 16, 2016 |
BAYER EMPLOYEE WEBCAST September 14th 2016 Exhibit 99.3 BAYER EMPLOYEE WEBCAST September 14th 2016 MODERATOR: Welcome, everybody. Welcome here from New York to our employee webcast. Thanks for joining us today. [Slide 1] My name is Michael Preuss. I?m responsible for Communications and Public Affairs at Bayer. With me here are Werner Baumann (our CEO) and Liam Condon (Board member and responsible for the Crop Science Division.) Both are go |
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| September 16, 2016 |
Transcript Bayer and Monsanto Joint Investor Conference Call 14th Wednesday, September 2016 Exhibit 99.1 Transcript Bayer and Monsanto Joint Investor Conference Call 14th Wednesday, September 2016 Forward-Looking Statements Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially |
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| September 16, 2016 |
BAYER EMPLOYEE WEBCAST September 14th 2016 Exhibit 99.3 BAYER EMPLOYEE WEBCAST September 14th 2016 MODERATOR: Welcome, everybody. Welcome here from New York to our employee webcast. Thanks for joining us today. [Slide 1] My name is Michael Preuss. I?m responsible for Communications and Public Affairs at Bayer. With me here are Werner Baumann (our CEO) and Liam Condon (Board member and responsible for the Crop Science Division.) Both are go |
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| September 14, 2016 |
Additional Q&A provided in response to individual inquiries Exhibit 99.7 Additional Q&A provided in response to individual inquiries: For any questions around antitrust review and potential divestitures such as: Are there any overlaps that you expect antitrust regulators to examine closely? Can you be specific about potential divestitures? ? As with any business combination of this scale, antitrust authorities might examine the transaction closely. ? We ha |
|
| September 14, 2016 |
Exhibit 99.4 Factsheet Leading Innovation Engine for the Next Generation of Farming globally globally Revenue Split (FY2015A)* By Segment By Region By Segment By Region CP, 80% S&T, 68% Americas, 82% 4% 4% 9% 5% 15% 6 5% 12% 28% 30% 1% 40% 12% 57% 26% 11% 15% 27% 32% 29% Fungicides Herbicides Insecticides Seeds SeedGrowth Environmental Science Europe Latin America, Africa, Middle East North Americ |
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| September 14, 2016 |
Exhibit 99.2 Innovation Engine to Deliver Enhanced Solutions for the Next Generation of Farming Creating a Global Leader in Agriculture Page 1 Media Conference Call September 14, 2016 Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors t |
|
| September 14, 2016 |
Additional Q&A provided in response to individual inquiries Exhibit 99.7 Additional Q&A provided in response to individual inquiries: For any questions around antitrust review and potential divestitures such as: Are there any overlaps that you expect antitrust regulators to examine closely? Can you be specific about potential divestitures? ? As with any business combination of this scale, antitrust authorities might examine the transaction closely. ? We ha |
|
| September 14, 2016 |
Exhibit 99.1 Innovation Engine to Deliver Enhanced Solutions for the Next Generation of Farming Creating a Global Leader in Agriculture Investor Conference Call September 14, 2016 Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that |
|
| September 14, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| September 14, 2016 |
Exhibit 99.4 Factsheet Leading Innovation Engine for the Next Generation of Farming globally globally Revenue Split (FY2015A)* By Segment By Region By Segment By Region CP, 80% S&T, 68% Americas, 82% 4% 4% 9% 5% 15% 6 5% 12% 28% 30% 1% 40% 12% 57% 26% 11% 15% 27% 32% 29% Fungicides Herbicides Insecticides Seeds SeedGrowth Environmental Science Europe Latin America, Africa, Middle East North Americ |
|
| September 14, 2016 |
Exhibit 99.1 News Release Bayer and Monsanto to Create a Global Leader in Agriculture ? Realizes a shared vision of integrated agricultural offerings, delivering enhanced solutions for growers and creates a leading innovation engine for the next generation of farming ? USD 128 per share in all-cash transaction, represents 44 percent premium to Monsanto shareholders and an aggregate value of USD 66 |
|
| September 14, 2016 |
Exhibit 99.3 International Webcast, September 14, 2016 Innovation Engine to Deliver Enhanced Solutions for the Next Generation of Farming Creating a Global Leader in Agriculture 1 Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that |
|
| September 14, 2016 |
Bayer Aktiengesellschaft: Bayer and Monsanto to Create a Global Leader in Agriculture Exhibit 99.2 Bayer Aktiengesellschaft: Bayer and Monsanto to Create a Global Leader in Agriculture Bayer Aktiengesellschaft / Key word(s): Mergers & Acquisitions 14.09.2016 13:17 Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. Leverkusen, September 14, 2016 Bayer |
|
| September 14, 2016 |
Bayer Aktiengesellschaft: Bayer and Monsanto to Create a Global Leader in Agriculture Exhibit 99.2 Bayer Aktiengesellschaft: Bayer and Monsanto to Create a Global Leader in Agriculture Bayer Aktiengesellschaft / Key word(s): Mergers & Acquisitions 14.09.2016 13:17 Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. Leverkusen, September 14, 2016 Bayer |
|
| September 14, 2016 |
Exhibit 99.6 The following is a form of letter sent to certain persons on September 14, 2016: Dear [Sir or Madam], We are pleased to share that today Bayer and Monsanto signed a definitive merger agreement under which Bayer will acquire Monsanto. A business combination with Monsanto will allow Bayer to further expand our commitment to the United States and better meet the needs of U.S. farmers. Th |
|
| September 14, 2016 |
Exhibit 99.1 Innovation Engine to Deliver Enhanced Solutions for the Next Generation of Farming Creating a Global Leader in Agriculture Investor Conference Call September 14, 2016 Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that |
|
| September 14, 2016 |
Exhibit 99.6 The following is a form of letter sent to certain persons on September 14, 2016: Dear [Sir or Madam], We are pleased to share that today Bayer and Monsanto signed a definitive merger agreement under which Bayer will acquire Monsanto. A business combination with Monsanto will allow Bayer to further expand our commitment to the United States and better meet the needs of U.S. farmers. Th |
|
| September 14, 2016 |
Exhibit 99.5 ADVANCING TOGETHER WEBSITE Header: Bayer to Acquire Monsanto 1. HOME ? Advancing, Together ? CEO VIDEO ? About the Combination ? Featured Downloads ? Latest Press Releases 2. ABOUT THE COMBINATION ? Compelling Strategic Rationale ? Creating Value for All ? Next Steps ? About Monsanto ? FAQs 3. ADVANCING FARMING?S FUTURE ? The Opportunity ? Accelerating Digital Farming ? Shaping the Fu |
|
| September 14, 2016 |
Exhibit 99.4 Factsheet Leading Innovation Engine for the Next Generation of Farming globally globally Revenue Split (FY2015A)* By Segment By Region By Segment By Region CP, 80% S&T, 68% Americas, 82% 4% 4% 9% 5% 15% 6 5% 12% 28% 30% 1% 40% 12% 57% 26% 11% 15% 27% 32% 29% Fungicides Herbicides Insecticides Seeds SeedGrowth Environmental Science Europe Latin America, Africa, Middle East North Americ |
|
| September 14, 2016 |
Exhibit 99.5 ADVANCING TOGETHER WEBSITE Header: Bayer to Acquire Monsanto 1. HOME ? Advancing, Together ? CEO VIDEO ? About the Combination ? Featured Downloads ? Latest Press Releases 2. ABOUT THE COMBINATION ? Compelling Strategic Rationale ? Creating Value for All ? Next Steps ? About Monsanto ? FAQs 3. ADVANCING FARMING?S FUTURE ? The Opportunity ? Accelerating Digital Farming ? Shaping the Fu |
|
| September 14, 2016 |
Exhibit 99.1 News Release Bayer and Monsanto to Create a Global Leader in Agriculture ? Realizes a shared vision of integrated agricultural offerings, delivering enhanced solutions for growers and creates a leading innovation engine for the next generation of farming ? USD 128 per share in all-cash transaction, represents 44 percent premium to Monsanto shareholders and an aggregate value of USD 66 |
|
| September 14, 2016 |
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. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
|
| September 14, 2016 |
Exhibit 99.1 News Release Bayer and Monsanto to Create a Global Leader in Agriculture ? Realizes a shared vision of integrated agricultural offerings, delivering enhanced solutions for growers and creates a leading innovation engine for the next generation of farming ? USD 128 per share in all-cash transaction, represents 44 percent premium to Monsanto shareholders and an aggregate value of USD 66 |
|
| September 14, 2016 |
Exhibit 99.2 Innovation Engine to Deliver Enhanced Solutions for the Next Generation of Farming Creating a Global Leader in Agriculture Page 1 Media Conference Call September 14, 2016 Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors t |
|
| September 14, 2016 |
Exhibit 99.2 Innovation Engine to Deliver Enhanced Solutions for the Next Generation of Farming Creating a Global Leader in Agriculture Page 1 Media Conference Call September 14, 2016 Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors t |
|
| September 14, 2016 |
Exhibit 99.1 Innovation Engine to Deliver Enhanced Solutions for the Next Generation of Farming Creating a Global Leader in Agriculture Investor Conference Call September 14, 2016 Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that |
|
| September 14, 2016 |
Exhibit 99.5 ADVANCING TOGETHER WEBSITE Header: Bayer to Acquire Monsanto 1. HOME ? Advancing, Together ? CEO VIDEO ? About the Combination ? Featured Downloads ? Latest Press Releases 2. ABOUT THE COMBINATION ? Compelling Strategic Rationale ? Creating Value for All ? Next Steps ? About Monsanto ? FAQs 3. ADVANCING FARMING?S FUTURE ? The Opportunity ? Accelerating Digital Farming ? Shaping the Fu |
|
| September 14, 2016 |
Bayer Aktiengesellschaft: Bayer and Monsanto to Create a Global Leader in Agriculture Exhibit 99.2 Bayer Aktiengesellschaft: Bayer and Monsanto to Create a Global Leader in Agriculture Bayer Aktiengesellschaft / Key word(s): Mergers & Acquisitions 14.09.2016 13:17 Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. Leverkusen, September 14, 2016 Bayer |
|
| September 14, 2016 |
Exhibit 99.6 The following is a form of letter sent to certain persons on September 14, 2016: Dear [Sir or Madam], We are pleased to share that today Bayer and Monsanto signed a definitive merger agreement under which Bayer will acquire Monsanto. A business combination with Monsanto will allow Bayer to further expand our commitment to the United States and better meet the needs of U.S. farmers. Th |
|
| September 14, 2016 |
Exhibit 99.3 International Webcast, September 14, 2016 Innovation Engine to Deliver Enhanced Solutions for the Next Generation of Farming Creating a Global Leader in Agriculture 1 Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that |
|
| September 14, 2016 |
Exhibit 99.5 ADVANCING TOGETHER WEBSITE Header: Bayer to Acquire Monsanto 1. HOME ? Advancing, Together ? CEO VIDEO ? About the Combination ? Featured Downloads ? Latest Press Releases 2. ABOUT THE COMBINATION ? Compelling Strategic Rationale ? Creating Value for All ? Next Steps ? About Monsanto ? FAQs 3. ADVANCING FARMING?S FUTURE ? The Opportunity ? Accelerating Digital Farming ? Shaping the Fu |
|
| September 14, 2016 |
Exhibit 99.1 News Release Bayer and Monsanto to Create a Global Leader in Agriculture ? Realizes a shared vision of integrated agricultural offerings, delivering enhanced solutions for growers and creates a leading innovation engine for the next generation of farming ? USD 128 per share in all-cash transaction, represents 44 percent premium to Monsanto shareholders and an aggregate value of USD 66 |
|
| September 14, 2016 |
Additional Q&A provided in response to individual inquiries Exhibit 99.7 Additional Q&A provided in response to individual inquiries: For any questions around antitrust review and potential divestitures such as: Are there any overlaps that you expect antitrust regulators to examine closely? Can you be specific about potential divestitures? ? As with any business combination of this scale, antitrust authorities might examine the transaction closely. ? We ha |
|
| September 14, 2016 |
Exhibit 99.4 Factsheet Leading Innovation Engine for the Next Generation of Farming globally globally Revenue Split (FY2015A)* By Segment By Region By Segment By Region CP, 80% S&T, 68% Americas, 82% 4% 4% 9% 5% 15% 6 5% 12% 28% 30% 1% 40% 12% 57% 26% 11% 15% 27% 32% 29% Fungicides Herbicides Insecticides Seeds SeedGrowth Environmental Science Europe Latin America, Africa, Middle East North Americ |
|
| September 14, 2016 |
Exhibit 99.3 International Webcast, September 14, 2016 Innovation Engine to Deliver Enhanced Solutions for the Next Generation of Farming Creating a Global Leader in Agriculture 1 Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that |
|
| September 14, 2016 |
Exhibit 99.6 The following is a form of letter sent to certain persons on September 14, 2016: Dear [Sir or Madam], We are pleased to share that today Bayer and Monsanto signed a definitive merger agreement under which Bayer will acquire Monsanto. A business combination with Monsanto will allow Bayer to further expand our commitment to the United States and better meet the needs of U.S. farmers. Th |
|
| September 14, 2016 |
Additional Q&A provided in response to individual inquiries Exhibit 99.7 Additional Q&A provided in response to individual inquiries: For any questions around antitrust review and potential divestitures such as: Are there any overlaps that you expect antitrust regulators to examine closely? Can you be specific about potential divestitures? ? As with any business combination of this scale, antitrust authorities might examine the transaction closely. ? We ha |
|
| September 14, 2016 |
Exhibit 99.3 International Webcast, September 14, 2016 Innovation Engine to Deliver Enhanced Solutions for the Next Generation of Farming Creating a Global Leader in Agriculture 1 Certain statements contained in this communication may constitute ?forward-looking statements.? Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that |
|
| September 6, 2016 |
Updated transaction website content published on September 6, 2016 Exhibit 99.2 Updated transaction website content published on September 6, 2016: Bayer is in advanced negotiations with Monsanto concerning a proposed transaction. Bayer would be prepared to provide a transaction consideration of USD 127.50 per Monsanto share only in connection with a negotiated transaction. Forward-Looking Statements This document may contain forward-looking statements based on c |
|
| September 6, 2016 |
Exhibit 99.1 Bayer AG Communications, News Release Government Relations & Corporate Brand 51368 Leverkusen Germany Tel. +49 214 30-0 www.news.bayer.com Negotiations regarding Monsanto acquisition advance Leverkusen, September 6, 2016 ? Bayer confirms advanced negotiations with Monsanto concerning a proposed transaction. While key terms and conditions have not yet been agreed, Bayer would be prepar |
|
| September 6, 2016 |
Exhibit 99.1 Bayer AG Communications, News Release Government Relations & Corporate Brand 51368 Leverkusen Germany Tel. +49 214 30-0 www.news.bayer.com Negotiations regarding Monsanto acquisition advance Leverkusen, September 6, 2016 ? Bayer confirms advanced negotiations with Monsanto concerning a proposed transaction. While key terms and conditions have not yet been agreed, Bayer would be prepar |
|
| September 6, 2016 |
Updated transaction website content published on September 6, 2016 Exhibit 99.2 Updated transaction website content published on September 6, 2016: Bayer is in advanced negotiations with Monsanto concerning a proposed transaction. Bayer would be prepared to provide a transaction consideration of USD 127.50 per Monsanto share only in connection with a negotiated transaction. Forward-Looking Statements This document may contain forward-looking statements based on c |
|
| September 6, 2016 |
SC TO-C 1 a16-1200836sctoc.htm SC TO-C 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 |
|
| September 6, 2016 |
Updated transaction website content published on September 6, 2016 Exhibit 99.2 Updated transaction website content published on September 6, 2016: Bayer is in advanced negotiations with Monsanto concerning a proposed transaction. Bayer would be prepared to provide a transaction consideration of USD 127.50 per Monsanto share only in connection with a negotiated transaction. Forward-Looking Statements This document may contain forward-looking statements based on c |
|
| September 6, 2016 |
Updated transaction website content published on September 6, 2016 Exhibit 99.2 Updated transaction website content published on September 6, 2016: Bayer is in advanced negotiations with Monsanto concerning a proposed transaction. Bayer would be prepared to provide a transaction consideration of USD 127.50 per Monsanto share only in connection with a negotiated transaction. Forward-Looking Statements This document may contain forward-looking statements based on c |
|
| September 6, 2016 |
Exhibit 99.1 Bayer AG Communications, News Release Government Relations & Corporate Brand 51368 Leverkusen Germany Tel. +49 214 30-0 www.news.bayer.com Negotiations regarding Monsanto acquisition advance Leverkusen, September 6, 2016 ? Bayer confirms advanced negotiations with Monsanto concerning a proposed transaction. While key terms and conditions have not yet been agreed, Bayer would be prepar |
|
| July 27, 2016 |
EX-99.1 2 a16-1200835ex99d1.htm EX-99.1 Exhibit 99.1 The following is an excerpt from the transcript of Bayer’s Q2 2016 earnings call posted to Bayer’s external website on July 27, 2016: Werner Baumann — Bayer AG CEO Very quickly, on your first question on Monsanto, as we already communicated, we increased our bid from $122 to $125 on the basis of additional information received, I hope you unders |
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| July 27, 2016 |
EX-99.1 2 a16-1200835ex99d1.htm EX-99.1 Exhibit 99.1 The following is an excerpt from the transcript of Bayer’s Q2 2016 earnings call posted to Bayer’s external website on July 27, 2016: Werner Baumann — Bayer AG CEO Very quickly, on your first question on Monsanto, as we already communicated, we increased our bid from $122 to $125 on the basis of additional information received, I hope you unders |
|
| July 27, 2016 |
EX-99.1 2 a16-1200835ex99d1.htm EX-99.1 Exhibit 99.1 The following is an excerpt from the transcript of Bayer’s Q2 2016 earnings call posted to Bayer’s external website on July 27, 2016: Werner Baumann — Bayer AG CEO Very quickly, on your first question on Monsanto, as we already communicated, we increased our bid from $122 to $125 on the basis of additional information received, I hope you unders |
|
| July 27, 2016 |
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 |
|
| July 27, 2016 |
EX-99.1 2 a16-1200835ex99d1.htm EX-99.1 Exhibit 99.1 The following is an excerpt from the transcript of Bayer’s Q2 2016 earnings call posted to Bayer’s external website on July 27, 2016: Werner Baumann — Bayer AG CEO Very quickly, on your first question on Monsanto, as we already communicated, we increased our bid from $122 to $125 on the basis of additional information received, I hope you unders |
|
| July 14, 2016 |
SC TO-C 1 a16-1200834sctoc.htm SC TO-C 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 |
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| July 14, 2016 |
Updated Transaction Website Content published on July 14, 2016 EX-99.4 5 a16-1200834ex99d4.htm EX-99.4 Exhibit 99.4 Updated Transaction Website Content published on July 14, 2016: HOME — Advancing, Together About the Proposed Combination Bayer announced that it has raised its all-cash offer to acquire all of the issued and outstanding shares of common stock of Monsanto from US$122 to US$125 per share, which represents a premium of 40 percent over Monsanto’s c |
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| July 14, 2016 |
Updated Transaction Website Content published on July 14, 2016 EX-99.4 5 a16-1200834ex99d4.htm EX-99.4 Exhibit 99.4 Updated Transaction Website Content published on July 14, 2016: HOME — Advancing, Together About the Proposed Combination Bayer announced that it has raised its all-cash offer to acquire all of the issued and outstanding shares of common stock of Monsanto from US$122 to US$125 per share, which represents a premium of 40 percent over Monsanto’s c |
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| July 14, 2016 |
EX-99.1 2 a16-1200834ex99d1.htm EX-99.1 Exhibit 99.1 Bayer AG Communications, Government Relations & Corporate Brand 51368 Leverkusen Germany Tel. +49 214 30-1 www.news.bayer.com News Release Bayer increases Monsanto offer and provides certainty on financing and regulatory matters Monsanto all-cash offer increased to USD 125 per share on July 1 after additional information received in private disc |
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| July 14, 2016 |
Updated Transaction Website Content published on July 14, 2016 EX-99.4 5 a16-1200834ex99d4.htm EX-99.4 Exhibit 99.4 Updated Transaction Website Content published on July 14, 2016: HOME — Advancing, Together About the Proposed Combination Bayer announced that it has raised its all-cash offer to acquire all of the issued and outstanding shares of common stock of Monsanto from US$122 to US$125 per share, which represents a premium of 40 percent over Monsanto’s c |
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| July 14, 2016 |
Updated Transaction Website Content published on July 14, 2016 EX-99.4 5 a16-1200834ex99d4.htm EX-99.4 Exhibit 99.4 Updated Transaction Website Content published on July 14, 2016: HOME — Advancing, Together About the Proposed Combination Bayer announced that it has raised its all-cash offer to acquire all of the issued and outstanding shares of common stock of Monsanto from US$122 to US$125 per share, which represents a premium of 40 percent over Monsanto’s c |
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| July 14, 2016 |
EX-99.1 2 a16-1200834ex99d1.htm EX-99.1 Exhibit 99.1 Bayer AG Communications, Government Relations & Corporate Brand 51368 Leverkusen Germany Tel. +49 214 30-1 www.news.bayer.com News Release Bayer increases Monsanto offer and provides certainty on financing and regulatory matters Monsanto all-cash offer increased to USD 125 per share on July 1 after additional information received in private disc |
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| July 14, 2016 |
EX-99.3 4 a16-1200834ex99d3.htm EX-99.3 Exhibit 99.3 Factsheet Innovation Powerhouse to Deliver Integrated Solutions for the Next Generation of Farming as corn, soybeans, and cotton – that help farmers have better harvests globally globally Revenue Split (FY2015A)* By Segment By Region By Segment By Region CP, 80% S&T, 68% Americas, 82% 4% 4% 9% 5% 15% 6 5% 12% 28% 30% 1% 40% 12% 57% 26% 11% 15% 2 |
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| July 14, 2016 |
EX-99.1 2 a16-1200834ex99d1.htm EX-99.1 Exhibit 99.1 Bayer AG Communications, Government Relations & Corporate Brand 51368 Leverkusen Germany Tel. +49 214 30-1 www.news.bayer.com News Release Bayer increases Monsanto offer and provides certainty on financing and regulatory matters Monsanto all-cash offer increased to USD 125 per share on July 1 after additional information received in private disc |
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| July 14, 2016 |
EX-99.3 4 a16-1200834ex99d3.htm EX-99.3 Exhibit 99.3 Factsheet Innovation Powerhouse to Deliver Integrated Solutions for the Next Generation of Farming as corn, soybeans, and cotton – that help farmers have better harvests globally globally Revenue Split (FY2015A)* By Segment By Region By Segment By Region CP, 80% S&T, 68% Americas, 82% 4% 4% 9% 5% 15% 6 5% 12% 28% 30% 1% 40% 12% 57% 26% 11% 15% 2 |
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| July 14, 2016 |
Exhibit 99.2 FAQ 1 REVISED PROPOSAL 1. What are the terms and conditions of the revised proposal? ? Under the terms of the revised proposal, Bayer would increase its all-cash proposal for Monsanto from $122 to $125 per share. The revised offer represents a premium of 40% over Monsanto?s closing share price on May 9, 2016. ? Bayer has offered a $1.5 billion reverse antitrust break fee to Monsanto, |
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| July 14, 2016 |
Exhibit 99.2 FAQ 1 REVISED PROPOSAL 1. What are the terms and conditions of the revised proposal? ? Under the terms of the revised proposal, Bayer would increase its all-cash proposal for Monsanto from $122 to $125 per share. The revised offer represents a premium of 40% over Monsanto?s closing share price on May 9, 2016. ? Bayer has offered a $1.5 billion reverse antitrust break fee to Monsanto, |
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| July 14, 2016 |
EX-99.3 4 a16-1200834ex99d3.htm EX-99.3 Exhibit 99.3 Factsheet Innovation Powerhouse to Deliver Integrated Solutions for the Next Generation of Farming as corn, soybeans, and cotton – that help farmers have better harvests globally globally Revenue Split (FY2015A)* By Segment By Region By Segment By Region CP, 80% S&T, 68% Americas, 82% 4% 4% 9% 5% 15% 6 5% 12% 28% 30% 1% 40% 12% 57% 26% 11% 15% 2 |
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| July 14, 2016 |
EX-99.3 4 a16-1200834ex99d3.htm EX-99.3 Exhibit 99.3 Factsheet Innovation Powerhouse to Deliver Integrated Solutions for the Next Generation of Farming as corn, soybeans, and cotton – that help farmers have better harvests globally globally Revenue Split (FY2015A)* By Segment By Region By Segment By Region CP, 80% S&T, 68% Americas, 82% 4% 4% 9% 5% 15% 6 5% 12% 28% 30% 1% 40% 12% 57% 26% 11% 15% 2 |
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| July 14, 2016 |
Exhibit 99.2 FAQ 1 REVISED PROPOSAL 1. What are the terms and conditions of the revised proposal? ? Under the terms of the revised proposal, Bayer would increase its all-cash proposal for Monsanto from $122 to $125 per share. The revised offer represents a premium of 40% over Monsanto?s closing share price on May 9, 2016. ? Bayer has offered a $1.5 billion reverse antitrust break fee to Monsanto, |
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| July 5, 2016 |
Exhibit 99.1 Response to letter inquiry All over the world, Bayer stands for innovation, science and a tradition of responsible care. This expectation is an indelible aspect of the values on which our company is founded and that our employees live, and is expressed in our mission statement: ?Bayer: Science For A Better Life.? The proposed transaction with Monsanto is an extraordinary opportunity f |
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| July 5, 2016 |
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 |
|
| July 5, 2016 |
Exhibit 99.1 Response to letter inquiry All over the world, Bayer stands for innovation, science and a tradition of responsible care. This expectation is an indelible aspect of the values on which our company is founded and that our employees live, and is expressed in our mission statement: ?Bayer: Science For A Better Life.? The proposed transaction with Monsanto is an extraordinary opportunity f |
|
| July 5, 2016 |
Exhibit 99.1 Response to letter inquiry All over the world, Bayer stands for innovation, science and a tradition of responsible care. This expectation is an indelible aspect of the values on which our company is founded and that our employees live, and is expressed in our mission statement: ?Bayer: Science For A Better Life.? The proposed transaction with Monsanto is an extraordinary opportunity f |
|
| June 28, 2016 |
Exhibit 99.1 This is a translation of an interview with Marc Reichardt, Head of Commercial Operations and Member of the Executive Committee of Bayer Crop Science, originally published in Spanish in the Argentine newspaper La Naci?n. Marc Reichardt: ?Argentina is a key country in our intention to buy Monsanto? The global Commercial Operations director and member of the executive committee of Bayer |
|
| June 28, 2016 |
Exhibit 99.1 This is a translation of an interview with Marc Reichardt, Head of Commercial Operations and Member of the Executive Committee of Bayer Crop Science, originally published in Spanish in the Argentine newspaper La Naci?n. Marc Reichardt: ?Argentina is a key country in our intention to buy Monsanto? The global Commercial Operations director and member of the executive committee of Bayer |
|
| June 28, 2016 |
Exhibit 99.1 This is a translation of an interview with Marc Reichardt, Head of Commercial Operations and Member of the Executive Committee of Bayer Crop Science, originally published in Spanish in the Argentine newspaper La Naci?n. Marc Reichardt: ?Argentina is a key country in our intention to buy Monsanto? The global Commercial Operations director and member of the executive committee of Bayer |
|
| June 28, 2016 |
Exhibit 99.1 This is a translation of an interview with Marc Reichardt, Head of Commercial Operations and Member of the Executive Committee of Bayer Crop Science, originally published in Spanish in the Argentine newspaper La Naci?n. Marc Reichardt: ?Argentina is a key country in our intention to buy Monsanto? The global Commercial Operations director and member of the executive committee of Bayer |
|
| June 28, 2016 |
SC TO-C 1 a16-1200832sctoc.htm SC TO-C 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 |
|
| June 28, 2016 |
Exhibit 99.1 This is a translation of an interview with Marc Reichardt, Head of Commercial Operations and Member of the Executive Committee of Bayer Crop Science, originally published in Spanish in the Argentine newspaper La Naci?n. Marc Reichardt: ?Argentina is a key country in our intention to buy Monsanto? The global Commercial Operations director and member of the executive committee of Bayer |
|
| June 21, 2016 |
SC TO-C 1 a16-1200831sctoc.htm SC TO-C 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 |
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| June 21, 2016 |
Exhibit 99.1 Portion of script for telephone conversations with certain Bayer investors on June 21, 2016: The Supervisory Board has discussed the proposed acquisition of Monsanto very intensively. The transaction proposal has been unanimously approved by the Supervisory Board. That means that there is full alignment between both corporate bodies on this acquisition and on the broader company strat |
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| June 21, 2016 |
Exhibit 99.1 Portion of script for telephone conversations with certain Bayer investors on June 21, 2016: The Supervisory Board has discussed the proposed acquisition of Monsanto very intensively. The transaction proposal has been unanimously approved by the Supervisory Board. That means that there is full alignment between both corporate bodies on this acquisition and on the broader company strat |
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| June 21, 2016 |
Exhibit 99.1 Portion of script for telephone conversations with certain Bayer investors on June 21, 2016: The Supervisory Board has discussed the proposed acquisition of Monsanto very intensively. The transaction proposal has been unanimously approved by the Supervisory Board. That means that there is full alignment between both corporate bodies on this acquisition and on the broader company strat |
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| June 21, 2016 |
Exhibit 99.1 Portion of script for telephone conversations with certain Bayer investors on June 21, 2016: The Supervisory Board has discussed the proposed acquisition of Monsanto very intensively. The transaction proposal has been unanimously approved by the Supervisory Board. That means that there is full alignment between both corporate bodies on this acquisition and on the broader company strat |
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| June 15, 2016 |
Exhibit 99.1 Response to letter inquiry Leverkusen, 14. June 2016 As part of our social responsibility we are committed to constructive dialogue with relevant stakeholders about the future of agriculture and food security. As you are aware, Bayer has made an offer to acquire Monsanto. This is just the first step of a proposed transaction. Until a potential deal is closed both companies continue to |
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| June 15, 2016 |
Exhibit 99.1 Response to letter inquiry Leverkusen, 14. June 2016 As part of our social responsibility we are committed to constructive dialogue with relevant stakeholders about the future of agriculture and food security. As you are aware, Bayer has made an offer to acquire Monsanto. This is just the first step of a proposed transaction. Until a potential deal is closed both companies continue to |
|
| June 15, 2016 |
Exhibit 99.1 Response to letter inquiry Leverkusen, 14. June 2016 As part of our social responsibility we are committed to constructive dialogue with relevant stakeholders about the future of agriculture and food security. As you are aware, Bayer has made an offer to acquire Monsanto. This is just the first step of a proposed transaction. Until a potential deal is closed both companies continue to |
|
| June 15, 2016 |
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 |
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| June 15, 2016 |
Exhibit 99.1 Response to letter inquiry Leverkusen, 14. June 2016 As part of our social responsibility we are committed to constructive dialogue with relevant stakeholders about the future of agriculture and food security. As you are aware, Bayer has made an offer to acquire Monsanto. This is just the first step of a proposed transaction. Until a potential deal is closed both companies continue to |
|
| June 15, 2016 |
Exhibit 99.1 Response to letter inquiry Leverkusen, 14. June 2016 As part of our social responsibility we are committed to constructive dialogue with relevant stakeholders about the future of agriculture and food security. As you are aware, Bayer has made an offer to acquire Monsanto. This is just the first step of a proposed transaction. Until a potential deal is closed both companies continue to |
|
| June 13, 2016 |
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 |
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| June 13, 2016 |
Exhibit 99.1 The following is an excerpt from the transcript of a video presentation posted to Bayer?s internal website on June 13, 2016: We have a good strategy which would be accelerated with the acquisition of Monsanto. Forward-Looking Statements This communication may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unkno |
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| June 13, 2016 |
Exhibit 99.1 The following is an excerpt from the transcript of a video presentation posted to Bayer?s internal website on June 13, 2016: We have a good strategy which would be accelerated with the acquisition of Monsanto. Forward-Looking Statements This communication may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unkno |
|
| June 13, 2016 |
Exhibit 99.1 The following is an excerpt from the transcript of a video presentation posted to Bayer?s internal website on June 13, 2016: We have a good strategy which would be accelerated with the acquisition of Monsanto. Forward-Looking Statements This communication may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unkno |
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| June 10, 2016 |
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 kno |
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| June 10, 2016 |
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 kno |
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| June 10, 2016 |
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 kno |
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| June 10, 2016 |
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 |
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| June 10, 2016 |
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 kno |
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| June 10, 2016 |
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 kno |
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| June 9, 2016 |
EX-99.3 4 a16-1200827ex99d3.htm EX-99.3 Exhibit 99.3 During our Global Town Hall Meeting I provided an update on the proposed acquisition of Monsanto. Whereas we do not yet know if the proposed acquisition will be successful, we do know what we need to do today to ensure we can continue to grow in future. The proposed acquisition of Monsanto represents a major step forward for our Crop Science bus |
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| June 9, 2016 |
Exhibit 99.1 8 June 2016 Transforming Today, Leading Tomorrow: Advancing Our Leadership Strategy Liam Condon Page 1 CROP SCIENCE GLOBAL TOWNHALL MEETING 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? |
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| June 9, 2016 |
Exhibit 99.1 8 June 2016 Transforming Today, Leading Tomorrow: Advancing Our Leadership Strategy Liam Condon Page 1 CROP SCIENCE GLOBAL TOWNHALL MEETING 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? |
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| June 9, 2016 |
Exhibit 99.2 BAYER TRANSFORMING TODAY, LEADING TOMORROW Advancing Our Leadership Strategy CROP SCIENCE GLOBAL TOWNHALL MEETING 8 June 2016 (2:30 p.m.) MODERATOR: We?re going to do things a little bit differently. So first Liam will give us an update on our intentions to acquire Monsanto. Then we?re going to have a question-and-answer period on that. We?ll then move to updates on Advancing Our Lead |
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| June 9, 2016 |
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 |
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| June 9, 2016 |
Exhibit 99.2 BAYER TRANSFORMING TODAY, LEADING TOMORROW Advancing Our Leadership Strategy CROP SCIENCE GLOBAL TOWNHALL MEETING 8 June 2016 (2:30 p.m.) MODERATOR: We?re going to do things a little bit differently. So first Liam will give us an update on our intentions to acquire Monsanto. Then we?re going to have a question-and-answer period on that. We?ll then move to updates on Advancing Our Lead |
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| June 9, 2016 |
EX-99.3 4 a16-1200827ex99d3.htm EX-99.3 Exhibit 99.3 During our Global Town Hall Meeting I provided an update on the proposed acquisition of Monsanto. Whereas we do not yet know if the proposed acquisition will be successful, we do know what we need to do today to ensure we can continue to grow in future. The proposed acquisition of Monsanto represents a major step forward for our Crop Science bus |
|
| June 9, 2016 |
Exhibit 99.2 BAYER TRANSFORMING TODAY, LEADING TOMORROW Advancing Our Leadership Strategy CROP SCIENCE GLOBAL TOWNHALL MEETING 8 June 2016 (2:30 p.m.) MODERATOR: We?re going to do things a little bit differently. So first Liam will give us an update on our intentions to acquire Monsanto. Then we?re going to have a question-and-answer period on that. We?ll then move to updates on Advancing Our Lead |
|
| June 9, 2016 |
Exhibit 99.1 8 June 2016 Transforming Today, Leading Tomorrow: Advancing Our Leadership Strategy Liam Condon Page 1 CROP SCIENCE GLOBAL TOWNHALL MEETING 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? |
|
| June 9, 2016 |
Exhibit 99.2 BAYER TRANSFORMING TODAY, LEADING TOMORROW Advancing Our Leadership Strategy CROP SCIENCE GLOBAL TOWNHALL MEETING 8 June 2016 (2:30 p.m.) MODERATOR: We?re going to do things a little bit differently. So first Liam will give us an update on our intentions to acquire Monsanto. Then we?re going to have a question-and-answer period on that. We?ll then move to updates on Advancing Our Lead |
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| June 9, 2016 |
Exhibit 99.2 BAYER TRANSFORMING TODAY, LEADING TOMORROW Advancing Our Leadership Strategy CROP SCIENCE GLOBAL TOWNHALL MEETING 8 June 2016 (2:30 p.m.) MODERATOR: We?re going to do things a little bit differently. So first Liam will give us an update on our intentions to acquire Monsanto. Then we?re going to have a question-and-answer period on that. We?ll then move to updates on Advancing Our Lead |
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| June 6, 2016 |
EX-99.2 3 a16-1200826ex99d2.htm EX-99.2 Exhibit 99.2 Additional Q&A provided in response to individual inquiries: General response in various contexts A: Thank you for sending us your inquiry. We are aware that we cannot satisfactorily address your concerns relating to our offer to Monsanto in the immediate future, but we would ask you to give us the benefit of the doubt for the time being. Give u |
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| June 6, 2016 |
EX-99.2 3 a16-1200826ex99d2.htm EX-99.2 Exhibit 99.2 Additional Q&A provided in response to individual inquiries: General response in various contexts A: Thank you for sending us your inquiry. We are aware that we cannot satisfactorily address your concerns relating to our offer to Monsanto in the immediate future, but we would ask you to give us the benefit of the doubt for the time being. Give u |
|
| June 6, 2016 |
EX-99.2 3 a16-1200826ex99d2.htm EX-99.2 Exhibit 99.2 Additional Q&A provided in response to individual inquiries: General response in various contexts A: Thank you for sending us your inquiry. We are aware that we cannot satisfactorily address your concerns relating to our offer to Monsanto in the immediate future, but we would ask you to give us the benefit of the doubt for the time being. Give u |
|
| June 6, 2016 |
Exhibit 99.1 The following is a response to a Compact.de petition: Q: Please find attached a Campact petition addressed to you on the subject of ?Stop the Monsanto Deal? that has been signed by 152,783 citizens since May 24, 2016. We would be delighted to receive a statement from you that we will make available to those who have signed. Please write to [email address]. If you have any questions yo |
|
| June 6, 2016 |
EX-99.2 3 a16-1200826ex99d2.htm EX-99.2 Exhibit 99.2 Additional Q&A provided in response to individual inquiries: General response in various contexts A: Thank you for sending us your inquiry. We are aware that we cannot satisfactorily address your concerns relating to our offer to Monsanto in the immediate future, but we would ask you to give us the benefit of the doubt for the time being. Give u |
|
| June 6, 2016 |
Exhibit 99.1 The following is a response to a Compact.de petition: Q: Please find attached a Campact petition addressed to you on the subject of ?Stop the Monsanto Deal? that has been signed by 152,783 citizens since May 24, 2016. We would be delighted to receive a statement from you that we will make available to those who have signed. Please write to [email address]. If you have any questions yo |
|
| June 6, 2016 |
Exhibit 99.1 The following is a response to a Compact.de petition: Q: Please find attached a Campact petition addressed to you on the subject of ?Stop the Monsanto Deal? that has been signed by 152,783 citizens since May 24, 2016. We would be delighted to receive a statement from you that we will make available to those who have signed. Please write to [email address]. If you have any questions yo |
|
| June 6, 2016 |
Exhibit 99.1 The following is a response to a Compact.de petition: Q: Please find attached a Campact petition addressed to you on the subject of ?Stop the Monsanto Deal? that has been signed by 152,783 citizens since May 24, 2016. We would be delighted to receive a statement from you that we will make available to those who have signed. Please write to [email address]. If you have any questions yo |
|
| June 6, 2016 |
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 |
|
| June 6, 2016 |
Exhibit 99.1 The following is a response to a Compact.de petition: Q: Please find attached a Campact petition addressed to you on the subject of ?Stop the Monsanto Deal? that has been signed by 152,783 citizens since May 24, 2016. We would be delighted to receive a statement from you that we will make available to those who have signed. Please write to [email address]. If you have any questions yo |
|
| June 3, 2016 |
Exhibit 99.1 Additional Q&A provided in response to individual inquiries Q: Having gone through various mergers, I wonder if we have a ?lessons learned? list from the previous mergers. For example, during the Aventis acquisition we underestimated completely the time and resources required to prepare the Bayer and Aventis organizations prior to closing/start of the integration ? resulting in a lot |
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| June 3, 2016 |
Exhibit 99.1 Additional Q&A provided in response to individual inquiries Q: Having gone through various mergers, I wonder if we have a ?lessons learned? list from the previous mergers. For example, during the Aventis acquisition we underestimated completely the time and resources required to prepare the Bayer and Aventis organizations prior to closing/start of the integration ? resulting in a lot |
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| June 3, 2016 |
Exhibit 99.1 Additional Q&A provided in response to individual inquiries Q: Having gone through various mergers, I wonder if we have a ?lessons learned? list from the previous mergers. For example, during the Aventis acquisition we underestimated completely the time and resources required to prepare the Bayer and Aventis organizations prior to closing/start of the integration ? resulting in a lot |
|
| June 3, 2016 |
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 |
|
| June 3, 2016 |
Exhibit 99.1 Additional Q&A provided in response to individual inquiries Q: Having gone through various mergers, I wonder if we have a ?lessons learned? list from the previous mergers. For example, during the Aventis acquisition we underestimated completely the time and resources required to prepare the Bayer and Aventis organizations prior to closing/start of the integration ? resulting in a lot |
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| June 2, 2016 |
Exhibit 99.1 Additional Q&A provided in response to individual inquiries Q: Can you please give an indication on the assumed discount for the capital raise? A: Existing shareholders will be offered the right to purchase new Bayer shares at a discount to the prevailing share price. The discount offered in a rights issue generally ranges between 20% and 40% of the theoretical ex-rights price, which |
|
| June 2, 2016 |
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 |
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| June 2, 2016 |
Exhibit 99.1 Additional Q&A provided in response to individual inquiries Q: Can you please give an indication on the assumed discount for the capital raise? A: Existing shareholders will be offered the right to purchase new Bayer shares at a discount to the prevailing share price. The discount offered in a rights issue generally ranges between 20% and 40% of the theoretical ex-rights price, which |
|
| June 2, 2016 |
Exhibit 99.1 Additional Q&A provided in response to individual inquiries Q: Can you please give an indication on the assumed discount for the capital raise? A: Existing shareholders will be offered the right to purchase new Bayer shares at a discount to the prevailing share price. The discount offered in a rights issue generally ranges between 20% and 40% of the theoretical ex-rights price, which |
|
| June 2, 2016 |
Exhibit 99.1 Additional Q&A provided in response to individual inquiries Q: Can you please give an indication on the assumed discount for the capital raise? A: Existing shareholders will be offered the right to purchase new Bayer shares at a discount to the prevailing share price. The discount offered in a rights issue generally ranges between 20% and 40% of the theoretical ex-rights price, which |
|
| June 1, 2016 |
Exhibit 99.1 Additional Q&A provided in response to individual inquiries Q: Have you conducted or do you intend to conduct any employee or customer surveys/market research to understand the implications of this deal with a highly controversial company on: ? non-crop science employee retention and satisfaction? ? non-crop science customer satisfaction and retention? ? overall impact to Bayer Brand |
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| June 1, 2016 |
Exhibit 99.1 Additional Q&A provided in response to individual inquiries Q: Have you conducted or do you intend to conduct any employee or customer surveys/market research to understand the implications of this deal with a highly controversial company on: ? non-crop science employee retention and satisfaction? ? non-crop science customer satisfaction and retention? ? overall impact to Bayer Brand |
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| June 1, 2016 |
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 |
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| May 31, 2016 |
EX-99.2 3 a16-1200822ex99d2.htm EX-99.2 Exhibit 99.2 Article published in quarterly Crosstalk magazine #112 for Bayer UK employees: Bayer offers to acquire Monsanto to create a global leader in agriculture* Bayer has made an all-cash offer to acquire all of the issued and outstanding shares of common stock of Monsanto Company – the offer was made on May 10, 2016. The acquisition of Monsanto would |
|
| May 31, 2016 |
EX-99.1 2 a16-1200822ex99d1.htm EX-99.1 Exhibit 99.1 This is a translation of an interview with Bayer AG CEO, Werner Baumann, originally published in German in the German newspaper Frankfurter Allgemeine Sonntagszeitung on May 29, 2016. Why Monsanto, of all companies, Mr. Baumann? Frankfurter Allgemeine Sonntagszeitung, May 29, 2016 Bayer’s new CEO Werner Baumann on the Monsanto deal, the risks to |
|
| May 31, 2016 |
SC TO-C 1 a16-1200822sctoc.htm SC TO-C 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 |
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| May 31, 2016 |
EX-99.1 2 a16-1200821ex99d1.htm EX-99.1 Exhibit 99.1 Additional Q&A provided in response to additional inquiries Q: Strategic rationale & business attractiveness are great & well understood, but Monsanto attracts more scrutiny at e.g. social media platforms & NGOs than its peers. Can you elaborate why we think we can change that outside view after the acquisition? A: We are fully aware that the in |
|
| May 31, 2016 |
EX-99.1 2 a16-1200822ex99d1.htm EX-99.1 Exhibit 99.1 This is a translation of an interview with Bayer AG CEO, Werner Baumann, originally published in German in the German newspaper Frankfurter Allgemeine Sonntagszeitung on May 29, 2016. Why Monsanto, of all companies, Mr. Baumann? Frankfurter Allgemeine Sonntagszeitung, May 29, 2016 Bayer’s new CEO Werner Baumann on the Monsanto deal, the risks to |
|
| May 31, 2016 |
EX-99.1 2 a16-1200821ex99d1.htm EX-99.1 Exhibit 99.1 Additional Q&A provided in response to additional inquiries Q: Strategic rationale & business attractiveness are great & well understood, but Monsanto attracts more scrutiny at e.g. social media platforms & NGOs than its peers. Can you elaborate why we think we can change that outside view after the acquisition? A: We are fully aware that the in |
|
| May 31, 2016 |
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 |
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| May 31, 2016 |
EX-99.3 4 a16-1200822ex99d3.htm EX-99.3 Exhibit 99.3 Letter to Bayer R&D Employees: Dear R&D Leadership Community, I hope this note finds you well! As you are all aware, we announced our intention to acquire Monsanto [link to press release] early last week. And having received their response, Bayer reconfirmed that it looks forward to engaging in constructive discussions with Monsanto regarding th |
|
| May 31, 2016 |
EX-99.4 5 a16-1200822ex99d4.htm EX-99.4 Exhibit 99.4 Additional Q&A provided in response to individual inquiries Q: I noticed you expect entreprise value of the transaction to be US62billion. Please can you say what net debt assumption do you have for Monsanto ? A: Net debt in Monsanto’s accounts was considered as part of our overall value assessment. We are not prepared to discuss specifics at th |
|
| May 31, 2016 |
EX-99.2 3 a16-1200822ex99d2.htm EX-99.2 Exhibit 99.2 Article published in quarterly Crosstalk magazine #112 for Bayer UK employees: Bayer offers to acquire Monsanto to create a global leader in agriculture* Bayer has made an all-cash offer to acquire all of the issued and outstanding shares of common stock of Monsanto Company – the offer was made on May 10, 2016. The acquisition of Monsanto would |
|
| May 31, 2016 |
EX-99.2 3 a16-1200822ex99d2.htm EX-99.2 Exhibit 99.2 Article published in quarterly Crosstalk magazine #112 for Bayer UK employees: Bayer offers to acquire Monsanto to create a global leader in agriculture* Bayer has made an all-cash offer to acquire all of the issued and outstanding shares of common stock of Monsanto Company – the offer was made on May 10, 2016. The acquisition of Monsanto would |
|
| May 31, 2016 |
EX-99.2 3 a16-1200822ex99d2.htm EX-99.2 Exhibit 99.2 Article published in quarterly Crosstalk magazine #112 for Bayer UK employees: Bayer offers to acquire Monsanto to create a global leader in agriculture* Bayer has made an all-cash offer to acquire all of the issued and outstanding shares of common stock of Monsanto Company – the offer was made on May 10, 2016. The acquisition of Monsanto would |
|
| May 31, 2016 |
EX-99.3 4 a16-1200822ex99d3.htm EX-99.3 Exhibit 99.3 Letter to Bayer R&D Employees: Dear R&D Leadership Community, I hope this note finds you well! As you are all aware, we announced our intention to acquire Monsanto [link to press release] early last week. And having received their response, Bayer reconfirmed that it looks forward to engaging in constructive discussions with Monsanto regarding th |
|
| May 31, 2016 |
EX-99.3 4 a16-1200822ex99d3.htm EX-99.3 Exhibit 99.3 Letter to Bayer R&D Employees: Dear R&D Leadership Community, I hope this note finds you well! As you are all aware, we announced our intention to acquire Monsanto [link to press release] early last week. And having received their response, Bayer reconfirmed that it looks forward to engaging in constructive discussions with Monsanto regarding th |
|
| May 31, 2016 |
EX-99.1 2 a16-1200822ex99d1.htm EX-99.1 Exhibit 99.1 This is a translation of an interview with Bayer AG CEO, Werner Baumann, originally published in German in the German newspaper Frankfurter Allgemeine Sonntagszeitung on May 29, 2016. Why Monsanto, of all companies, Mr. Baumann? Frankfurter Allgemeine Sonntagszeitung, May 29, 2016 Bayer’s new CEO Werner Baumann on the Monsanto deal, the risks to |
|
| May 31, 2016 |
EX-99.4 5 a16-1200822ex99d4.htm EX-99.4 Exhibit 99.4 Additional Q&A provided in response to individual inquiries Q: I noticed you expect entreprise value of the transaction to be US62billion. Please can you say what net debt assumption do you have for Monsanto ? A: Net debt in Monsanto’s accounts was considered as part of our overall value assessment. We are not prepared to discuss specifics at th |
|
| May 31, 2016 |
EX-99.1 2 a16-1200821ex99d1.htm EX-99.1 Exhibit 99.1 Additional Q&A provided in response to additional inquiries Q: Strategic rationale & business attractiveness are great & well understood, but Monsanto attracts more scrutiny at e.g. social media platforms & NGOs than its peers. Can you elaborate why we think we can change that outside view after the acquisition? A: We are fully aware that the in |
|
| May 31, 2016 |
EX-99.1 2 a16-1200822ex99d1.htm EX-99.1 Exhibit 99.1 This is a translation of an interview with Bayer AG CEO, Werner Baumann, originally published in German in the German newspaper Frankfurter Allgemeine Sonntagszeitung on May 29, 2016. Why Monsanto, of all companies, Mr. Baumann? Frankfurter Allgemeine Sonntagszeitung, May 29, 2016 Bayer’s new CEO Werner Baumann on the Monsanto deal, the risks to |
|
| May 31, 2016 |
EX-99.2 3 a16-1200822ex99d2.htm EX-99.2 Exhibit 99.2 Article published in quarterly Crosstalk magazine #112 for Bayer UK employees: Bayer offers to acquire Monsanto to create a global leader in agriculture* Bayer has made an all-cash offer to acquire all of the issued and outstanding shares of common stock of Monsanto Company – the offer was made on May 10, 2016. The acquisition of Monsanto would |
|
| May 31, 2016 |
EX-99.4 5 a16-1200822ex99d4.htm EX-99.4 Exhibit 99.4 Additional Q&A provided in response to individual inquiries Q: I noticed you expect entreprise value of the transaction to be US62billion. Please can you say what net debt assumption do you have for Monsanto ? A: Net debt in Monsanto’s accounts was considered as part of our overall value assessment. We are not prepared to discuss specifics at th |
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| May 31, 2016 |
EX-99.1 2 a16-1200821ex99d1.htm EX-99.1 Exhibit 99.1 Additional Q&A provided in response to additional inquiries Q: Strategic rationale & business attractiveness are great & well understood, but Monsanto attracts more scrutiny at e.g. social media platforms & NGOs than its peers. Can you elaborate why we think we can change that outside view after the acquisition? A: We are fully aware that the in |
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| May 31, 2016 |
EX-99.4 5 a16-1200822ex99d4.htm EX-99.4 Exhibit 99.4 Additional Q&A provided in response to individual inquiries Q: I noticed you expect entreprise value of the transaction to be US62billion. Please can you say what net debt assumption do you have for Monsanto ? A: Net debt in Monsanto’s accounts was considered as part of our overall value assessment. We are not prepared to discuss specifics at th |
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| May 31, 2016 |
EX-99.4 5 a16-1200822ex99d4.htm EX-99.4 Exhibit 99.4 Additional Q&A provided in response to individual inquiries Q: I noticed you expect entreprise value of the transaction to be US62billion. Please can you say what net debt assumption do you have for Monsanto ? A: Net debt in Monsanto’s accounts was considered as part of our overall value assessment. We are not prepared to discuss specifics at th |
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| May 31, 2016 |
EX-99.1 2 a16-1200821ex99d1.htm EX-99.1 Exhibit 99.1 Additional Q&A provided in response to additional inquiries Q: Strategic rationale & business attractiveness are great & well understood, but Monsanto attracts more scrutiny at e.g. social media platforms & NGOs than its peers. Can you elaborate why we think we can change that outside view after the acquisition? A: We are fully aware that the in |
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| May 31, 2016 |
EX-99.3 4 a16-1200822ex99d3.htm EX-99.3 Exhibit 99.3 Letter to Bayer R&D Employees: Dear R&D Leadership Community, I hope this note finds you well! As you are all aware, we announced our intention to acquire Monsanto [link to press release] early last week. And having received their response, Bayer reconfirmed that it looks forward to engaging in constructive discussions with Monsanto regarding th |
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| May 26, 2016 |
Letter to Bayer Animal Health Employees: Exhibit 99.2 Letter to Bayer Animal Health Employees: Dear colleagues, As you all know, Bayer has announced that we have made an offer to acquire Monsanto, a leading global producer of Seeds & Traits and Crop Protection, based in St. Louis, Missouri. This proposed transaction reinforces our focus on achieving our mission: Science For A Better Life and would create a leading integrated agriculture |
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| May 26, 2016 |
Additional Transaction Website FAQ Exhibit 99.1 Additional Transaction Website FAQ 1. What does Monsanto?s reaction mean for Bayer?s proposal? ? Following our announcement of the proposal, Monsanto has stated that they share our belief in the substantial benefits of an integrated strategy, and confirm that they are open to constructive engagement with us to discuss a potential path forward ? We remain committed to working together |
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| May 26, 2016 |
Additional Transaction Website FAQ Exhibit 99.1 Additional Transaction Website FAQ 1. What does Monsanto?s reaction mean for Bayer?s proposal? ? Following our announcement of the proposal, Monsanto has stated that they share our belief in the substantial benefits of an integrated strategy, and confirm that they are open to constructive engagement with us to discuss a potential path forward ? We remain committed to working together |
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| May 26, 2016 |
Additional Transaction Website FAQ Exhibit 99.1 Additional Transaction Website FAQ 1. What does Monsanto?s reaction mean for Bayer?s proposal? ? Following our announcement of the proposal, Monsanto has stated that they share our belief in the substantial benefits of an integrated strategy, and confirm that they are open to constructive engagement with us to discuss a potential path forward ? We remain committed to working together |
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| May 26, 2016 |
Exhibit 99.3 Additional Q&A provided in response to individual inquiries Q: What will happen to the Monsanto brand and name? A: When we acquire companies they will be run under the Bayer name. Key brand names of Monsanto would be retained. +++ Q: E-mail response to certain question from employee A: Thank you for your question regarding the planned Monsanto transaction. We are fully aware that the |
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| May 26, 2016 |
Exhibit 99.3 Additional Q&A provided in response to individual inquiries Q: What will happen to the Monsanto brand and name? A: When we acquire companies they will be run under the Bayer name. Key brand names of Monsanto would be retained. +++ Q: E-mail response to certain question from employee A: Thank you for your question regarding the planned Monsanto transaction. We are fully aware that the |
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| May 26, 2016 |
Letter to Bayer Animal Health Employees: Exhibit 99.2 Letter to Bayer Animal Health Employees: Dear colleagues, As you all know, Bayer has announced that we have made an offer to acquire Monsanto, a leading global producer of Seeds & Traits and Crop Protection, based in St. Louis, Missouri. This proposed transaction reinforces our focus on achieving our mission: Science For A Better Life and would create a leading integrated agriculture |
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| May 26, 2016 |
Letter to Bayer Animal Health Employees: Exhibit 99.2 Letter to Bayer Animal Health Employees: Dear colleagues, As you all know, Bayer has announced that we have made an offer to acquire Monsanto, a leading global producer of Seeds & Traits and Crop Protection, based in St. Louis, Missouri. This proposed transaction reinforces our focus on achieving our mission: Science For A Better Life and would create a leading integrated agriculture |
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| May 26, 2016 |
Exhibit 99.3 Additional Q&A provided in response to individual inquiries Q: What will happen to the Monsanto brand and name? A: When we acquire companies they will be run under the Bayer name. Key brand names of Monsanto would be retained. +++ Q: E-mail response to certain question from employee A: Thank you for your question regarding the planned Monsanto transaction. We are fully aware that the |
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| May 26, 2016 |
Additional Transaction Website FAQ Exhibit 99.1 Additional Transaction Website FAQ 1. What does Monsanto?s reaction mean for Bayer?s proposal? ? Following our announcement of the proposal, Monsanto has stated that they share our belief in the substantial benefits of an integrated strategy, and confirm that they are open to constructive engagement with us to discuss a potential path forward ? We remain committed to working together |
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| May 26, 2016 |
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 |
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| May 26, 2016 |
Exhibit 99.3 Additional Q&A provided in response to individual inquiries Q: What will happen to the Monsanto brand and name? A: When we acquire companies they will be run under the Bayer name. Key brand names of Monsanto would be retained. +++ Q: E-mail response to certain question from employee A: Thank you for your question regarding the planned Monsanto transaction. We are fully aware that the |
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| May 26, 2016 |
Additional Transaction Website FAQ Exhibit 99.1 Additional Transaction Website FAQ 1. What does Monsanto?s reaction mean for Bayer?s proposal? ? Following our announcement of the proposal, Monsanto has stated that they share our belief in the substantial benefits of an integrated strategy, and confirm that they are open to constructive engagement with us to discuss a potential path forward ? We remain committed to working together |
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| May 26, 2016 |
Letter to Bayer Animal Health Employees: Exhibit 99.2 Letter to Bayer Animal Health Employees: Dear colleagues, As you all know, Bayer has announced that we have made an offer to acquire Monsanto, a leading global producer of Seeds & Traits and Crop Protection, based in St. Louis, Missouri. This proposed transaction reinforces our focus on achieving our mission: Science For A Better Life and would create a leading integrated agriculture |
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| May 26, 2016 |
Additional Transaction Website FAQ Exhibit 99.1 Additional Transaction Website FAQ 1. What does Monsanto?s reaction mean for Bayer?s proposal? ? Following our announcement of the proposal, Monsanto has stated that they share our belief in the substantial benefits of an integrated strategy, and confirm that they are open to constructive engagement with us to discuss a potential path forward ? We remain committed to working together |
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| May 25, 2016 |
Bayer AG Transcript of Second Employee Webcast Q&A May 23rd 2016 (minutes based on sound recording) EX-99.2 3 a16-1200819ex99d2.htm EX-99.2 Exhibit 99.2 Bayer AG Transcript of Second Employee Webcast Q&A May 23rd 2016 (minutes based on sound recording) Q&A Michael Preuss: Thanks, Werner and Liam. — We have already received several questions. The first one is: Isn’t this step too early? We are still very busy with the re-organization of Bayer and the integration of Merck. Aren’t you afraid it mig |
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| May 25, 2016 |
Bayer AG Transcript of Second Employee Webcast Q&A May 23rd 2016 (minutes based on sound recording) EX-99.2 3 a16-1200819ex99d2.htm EX-99.2 Exhibit 99.2 Bayer AG Transcript of Second Employee Webcast Q&A May 23rd 2016 (minutes based on sound recording) Q&A Michael Preuss: Thanks, Werner and Liam. — We have already received several questions. The first one is: Isn’t this step too early? We are still very busy with the re-organization of Bayer and the integration of Merck. Aren’t you afraid it mig |
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| May 25, 2016 |
Bayer AG Oliver Zuehlke’s Speech Addressing Bayer Employees May 23, 2016 EX-99.3 4 a16-1200819ex99d3.htm EX-99.3 Exhibit 99.3 Bayer AG Oliver Zuehlke’s Speech Addressing Bayer Employees May 23, 2016 Oliver Zuehlke, Vice Chairman of Bayer AG’s Supervisory Board and Chairman of the Bayer Central Works Council: Good afternoon, ladies and gentlemen. Bayer’s announcement that it intends to acquire Monsanto surely raised questions for a lot of you, and has maybe even caused |
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| May 25, 2016 |
EX-99.4 5 a16-1200819ex99d4.htm EX-99.4 Exhibit 99.4 Letter to Bayer AG Seeds and Traits Employees: Dear Colleagues: As you all know, we announced our intention to acquire Monsanto. This is an exciting time for Bayer, especially for those of us in Crop Science. Our Seeds and Traits business has seen significant growth over the last few years demonstrating Bayer’s success with our current integrate |
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| May 25, 2016 |
EX-99.5 6 a16-1200819ex99d5.htm EX-99.5 Exhibit 99.5 Additional Q&A provided in response to individual inquiries Q: What are we going to do with the overlap functions? A: The businesses would be highly complementary from a product and geographic perspective with very limited overlap. The overlap is also relatively small compared to similar transactions in the sector. Together with our legal adviso |
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| May 25, 2016 |
SC TO-C 1 a16-1200819sctoc.htm SC TO-C 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 |
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| May 25, 2016 |
EX-99.4 5 a16-1200819ex99d4.htm EX-99.4 Exhibit 99.4 Letter to Bayer AG Seeds and Traits Employees: Dear Colleagues: As you all know, we announced our intention to acquire Monsanto. This is an exciting time for Bayer, especially for those of us in Crop Science. Our Seeds and Traits business has seen significant growth over the last few years demonstrating Bayer’s success with our current integrate |
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| May 25, 2016 |
Bayer AG Transcript of Second Employee Webcast Q&A May 23rd 2016 (minutes based on sound recording) EX-99.2 3 a16-1200819ex99d2.htm EX-99.2 Exhibit 99.2 Bayer AG Transcript of Second Employee Webcast Q&A May 23rd 2016 (minutes based on sound recording) Q&A Michael Preuss: Thanks, Werner and Liam. — We have already received several questions. The first one is: Isn’t this step too early? We are still very busy with the re-organization of Bayer and the integration of Merck. Aren’t you afraid it mig |
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| May 25, 2016 |
Bayer AG Oliver Zuehlke’s Speech Addressing Bayer Employees May 23, 2016 EX-99.3 4 a16-1200819ex99d3.htm EX-99.3 Exhibit 99.3 Bayer AG Oliver Zuehlke’s Speech Addressing Bayer Employees May 23, 2016 Oliver Zuehlke, Vice Chairman of Bayer AG’s Supervisory Board and Chairman of the Bayer Central Works Council: Good afternoon, ladies and gentlemen. Bayer’s announcement that it intends to acquire Monsanto surely raised questions for a lot of you, and has maybe even caused |
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| May 25, 2016 |
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 |
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| May 25, 2016 |
Bayer AG Transcript of First Employee Webcast Q&A May 23rd 2016 (minutes based on sound recording) EX-99.1 2 a16-1200819ex99d1.htm EX-99.1 Exhibit 99.1 Bayer AG Transcript of First Employee Webcast Q&A May 23rd 2016 (minutes based on sound recording) Q&A Michael Preuss: Thanks. - We have already received some questions from you. One is: Shall we be concerned with the reputational risk brought on by this potential M&A? Werner Baumann: Well, depending on where you look, Monsanto has a, let’s say, |
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| May 25, 2016 |
EX-99.4 5 a16-1200819ex99d4.htm EX-99.4 Exhibit 99.4 Letter to Bayer AG Seeds and Traits Employees: Dear Colleagues: As you all know, we announced our intention to acquire Monsanto. This is an exciting time for Bayer, especially for those of us in Crop Science. Our Seeds and Traits business has seen significant growth over the last few years demonstrating Bayer’s success with our current integrate |
