The deal, if successful, will be the most lucrative M&A transaction to date this year and would create the world’s biggest farm chemical and genetically-modified crop company. Magic Circle firm Allen & Overy and US-headquartered firm Sullivan & Cromwell have both advised Bayer on its bid, which is the largest ever made by a German company. A team from Allen & Overy led by Frankfurt-based banking and finance partner Neil Weiand is advising Bayer on the bid’s financing, while a Sullivan & Cromwell team headed by New York-based corporate partner Matthew Hurd is leading advice on M&A matters. Monsanto has confirmed that Manhattan-based Wachtell Lipton Rosen & Katz would be advising it on the unsolicited offer, with Bank of America Merrill Lynch and Credit Suisse acting as financial advisers.  

Deal details

Bayer’s $62bn bid is an all-cash offer for the entirety of Monsanto’s issued and outstanding shares, valued at $122 per unit. The bid values Monsanto at 37 per cent above its closing share price on 9 May, the day before the company received Bayer’s offer. The acquisition will likely be financed by a combination of debt and equity, raised primarily through a rights offering. If concluded, the expected financial benefit of the deal is projected to reach $1.5bn annually within three years. The deal will be the year’s biggest to date, weighing in a notch above China National Chemical Corporation’s $43bn bid for seeds and pesticides group Syngenta in February. 

Sources: Legal Week; Legal Business; Wall Street Journal