UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
Monsanto Company
(Name of Subject Company)
Bayer Aktiengesellschaft
(Names of Filing Person (Offeror))
Common Stock, $0.01 par value per share
(Title of Class of Securities)
61166W101
(CUSIP Number of Class of Securities)
Dr. Jan Heinemann
Bayer Aktiengesellschaft
BAG-LPC-MA
Kaiser-Wilhelm-Allee, Q26
51368 Leverkusen
Germany
(+49) 214 30-1
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Matthew G. Hurd
Eric M. Krautheimer
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000
CALCULATION OF FILING FEE
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Pursuant to General Instruction D to Schedule TO, no filing fee is required in connection with this filing as it contains only preliminary communications made before the commencement of a tender offer. | ||||||
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||||
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Form or Registration No.: |
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Date Filed: |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: | ||
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
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 with Monsanto to complete this mutually compelling transaction
2. What are the next steps?
· We look forward to engaging in constructive discussions with Monsanto regarding the proposed transaction.
· We remain committed to working together with Monsanto to complete this mutually compelling transaction
Forward-Looking Statements
This communication may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Bayer’s public reports which are available on the Bayer website at www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.
Additional Information
This communication relates to a proposed offer by Bayer Aktiengesellschaft or its subsidiaries (“Bayer”), to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Monsanto Company, a Delaware corporation (“Monsanto”). This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of Monsanto. No tender offer for the shares of Monsanto has commenced at this time. At the time a tender offer for the shares of Monsanto is commenced, Bayer will file tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) with the Securities and Exchange Commission (the “SEC”) with respect to the tender offer. Any definitive tender offer documents will be mailed to the stockholders of Monsanto. STOCKHOLDERS OF MONSANTO ARE URGED TO READ THE RELEVANT TENDER OFFER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TENDER OF THEIR SHARES. Stockholders of Monsanto will be able to obtain free copies of these documents (if and when available) and other documents filed by Bayer with the SEC through the website maintained by the SEC at www.sec.gov.
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 business with a broad product portfolio to deliver substantial benefits to growers and broader society.
I am fully aware of the level of uncertainty that this announcement may create for you as employees and would like to reiterate that none of our businesses need to be sold to finance the proposed transaction. The strategic reviews and the development of our businesses will continue as usual. Bayer is fully committed to strengthening all of our businesses with significant organic investments in Pharmaceuticals, Consumer Health and Animal Health. This includes investments in our research and development pipeline as well as our sites.
For us in the Animal Health business, this means that nothing changes today and it remains business as usual. We should continue to focus on our customers and on executing our key priorities. Bayer recognizes that Animal Health is an integral part of our Life Science business, so whether you are working in vet channel, pet specialty, livestock or manufacturing, please continue to stay focused on delivering your targets and growing our business.
I understand that there are many questions following this announcement, however, it is critical not to speculate about the ongoing process externally, as no agreement has been reached. To support you, we have created a 24-hour Communications Center - please forward any inquiries to: project-team@bayer.com. Please refer to BayerNET for all information related to the offer. For those of you with inquiring customers or external vendors, please point them towards our Advancing Together website that is continually updated.
While I understand that the information I share with you today, isn’t at the level of detail that I’m sure you were hoping for, I wanted to share what I do know at this point in time and will plan to share any updates with you as quickly and as often as possible.
Thank you,
[Signature]
Forward-Looking Statements
This communication may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Bayer’s public reports which are available on the Bayer website at www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.
Additional Information
This communication relates to a proposed offer by Bayer Aktiengesellschaft or its subsidiaries (“Bayer”), to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Monsanto Company, a Delaware corporation (“Monsanto”). This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of Monsanto. No tender offer for the shares of Monsanto has commenced at this time. At the time a tender offer for the shares of Monsanto is commenced, Bayer will file tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) with the Securities and Exchange Commission (the “SEC”) with respect to the tender offer. Any definitive tender offer documents will be mailed to the stockholders of Monsanto. STOCKHOLDERS OF MONSANTO ARE URGED TO READ THE RELEVANT TENDER OFFER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TENDER OF THEIR SHARES. Stockholders of Monsanto will be able to obtain free copies of these documents (if and when available) and other documents filed by Bayer with the SEC through the website maintained by the SEC at www.sec.gov.
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.
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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 industry we operate in has been subject to criticism. We acknowledge that there are critical questions when it comes to the future of farming.
We are committed to an open exchange with all stakeholders including skeptical ones. However, it is our strong belief that our heritage of sustainability, transparency and corporate citizenship will make us the best possible owner for Monsanto’s business and will be an important prerequisite to bring both successful businesses forward. At the core of our Bayer company values is a company-wide commitment to transparency and open dialogue to help people understand how their food is produced. This is going to continue and is fundamental to our strong relationships throughout the industry.
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Q: What’s the expected impact on small recent local M&A of seeds and traits companies? Like in Cono Sur
A: It’s far too early to speculate on the impact on our current seeds & traits portfolio.
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Q: How do you assess the risk of a 62 billion USD deal for the jobs? Will we still have enough scope to invest in the future of the other business areas?
A: The proposed acquisition of Monsanto would be strategically compelling and completely logical. It is primarily about growth and investment, rather than cost cutting considerations. This combination would bring together two highly complementary businesses and will provide attractive opportunities for employees of both companies. The guiding principle will be our long-standing commitment to deliver secure and attractive workplaces. We see ourselves as a Life Science company. As part of its strategy, Bayer will continue to develop all of its businesses in Pharmaceuticals, Consumer Health and Animal Health.
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Q: How many employees does Bayer have in Germany? Are there any plans to consolidate German sites?
A: Bayer employs approximately 30.000 people in Germany. There will be no change to existing works council agreements in Germany, including the employment protection scheme.
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Q: As a loyal employee of Bayer, I’m very excited about our current offer for the Monsanto Business and the strong position and added value this acquisition would add to the business. My question to you the project team is would there be an offer to employee to have first option or take part in buying shares in the new business. I always believe that if people have an invested interest they will work even harder to achieve the best margins for the business and also give them some ownership with in Bayer and an even larger sense of pride to be part of such a historic moment in agriculture globally.
A: If the deal goes through, there would technically be no option to invest specifically into the acquired business or the new business combination (Crop Science + Monsanto). However, the combined business would be part of the Bayer Group, and this is related to Bayer AG stock. Within the Stock Participation Program, employees can purchase Bayer AG shares at attractive discounts.
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Q: Why does Bayer Garden have to be sold? How can the company be aiming to expand Bayer CropScience on the one hand and divest Bayer Garden at the same time?
A: The divestment of the home & garden products business operated by our Environmental Science unit is not related to the planned acquisition of Monsanto. We do not need to sell any of our business to finance the proposed transaction. Irrespective of these plans, the strategic review and ongoing development of our businesses will continue as usual. We are also committed to strengthening all our businesses with substantial organic investments in Pharmaceuticals, Consumer Health and Animal Health. This includes investment in our research and development pipeline and our locations.
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Forward-Looking Statements
This communication may contain forward-looking statements based on current assumptions and forecasts made by Bayer management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Bayer’s public reports which are available on the Bayer website at www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.
Additional Information
This communication relates to a proposed offer by Bayer Aktiengesellschaft or its subsidiaries (“Bayer”), to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Monsanto Company, a Delaware corporation (“Monsanto”). This communication is neither an offer to purchase nor a solicitation of an offer to sell shares of Monsanto. No tender offer for the shares of Monsanto has commenced at this time. At the time a tender offer for the shares of Monsanto is commenced, Bayer will file tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) with the Securities and Exchange Commission (the “SEC”) with respect to the tender offer. Any definitive tender offer documents will be mailed to the stockholders of Monsanto. STOCKHOLDERS OF MONSANTO ARE URGED TO READ THE RELEVANT TENDER OFFER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TENDER OF THEIR SHARES. Stockholders of Monsanto will be able to obtain free copies of these documents (if and when available) and other documents filed by Bayer with the SEC through the website maintained by the SEC at www.sec.gov.