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Monsanto shareholders approve merger with Bayer

Close of transaction expected by the end of 2017.

Monsanto Co. announced that, at a special meeting of shareowners held today, shareowners of the company approved the merger of Monsanto with a wholly owned subsidiary of Bayer Aktiengesellschaft. Under the terms of the merger agreement, Monsanto shareowners will receive $128 per share in cash at the closing of the merger.

“We are pleased we received such strong support from our shareowners,” said Hugh Grant, Monsanto chairman and chief executive officer. “This is an important milestone as we work to combine our two complementary companies and deliver on our shared vision for the future of agriculture. By bringing together our expertise and our resources to drive this shared vision, we can do even more together to benefit growers around the world and to help address broad global challenges like climate change and food scarcity.”

Werner Baumann, CEO of Bayer AG, said the acquisition of Monsanto is driven by Bayer’s strong belief that the combination can help address the growing challenges facing farmers and the overall agriculture industry today and in the future. “Together, Bayer and Monsanto will be able to offer the new, innovative solutions that our customers need," he said. "We look forward to completing the transaction and working closely with Monsanto to ensure a successful integration.”

Based on a preliminary tabulation of the shareowner vote, approximately 99% of all votes cast -- which represents approximately 75% of all outstanding shares on Nov. 7, 2016, the record date for the special meeting -- were voted in favor of the merger. Monsanto shareowners also cleared a proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the company’s named executive officers in connection with the merger. The final voting results on all agenda items will be filed with the Securities & Exchange Commission in the company’s Form 8-K.

The transaction is subject to customary closing conditions, including the receipt of required regulatory approvals. Bayer, with the support of Monsanto, has now submitted a number of filings, including the U.S. Hart-Scott-Rodino Act filing. Closing is expected by the end of 2017.

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