15 Sep 2016

Big firms advise on Bayer's Monsanto megadeal

Around six large law firms are advising on Bayer AG's $66 billion acquisition of Monsanto Co, the largest all-cash transaction in history.


Five firms – led by Wachtell, Lipton, Rosen & Katz, Sullivan & Cromwell and Allen & Overy – were tapped to handle Bayer's $62 billion bid for Monsanto. The St. Louis-based target rejected the offer, but came around after Bayer increased its purchase price by 5 per cent.

The current deal, which includes at least $57 billion in cash, is valued at a staggering $66 billion including assumed Monsanto debt. Bayer must pay a $2 billion breakup fee if the deal falls through.


Bayer has long been a Sullivan & Cromwell client and is being advised by a team led by New York-based corporate partner and co-head of the firm's health care and life sciences group Matthew Hurd.

Allen & Overy is serving as finance counsel to Bayer through senior partner Neil Weiand in Frankfurt, while Shearman & Sterling is counsel to Credit Suisse AG and Bank of America/Merrill Lynch in their role as financial advisers to Bayer on the bid. Shearman & Sterling’s team is led by senior partner Creighton Condon.

Jan Heinemann, head of legal M&A at Bayer, is leading an in-house team that includes head of corporate law Stephan Semrau, finance and capital markets counsel Martin Eisenhauer and M&A counsel Thomas Reuter.


Leading the way on the M&A side for Monsanto are Wachtell of counsel Eric Robinson, corporate partner David Lam, executive compensation partner David Kahan, finance partner Eric Rosof and tax partner Jodi Schwartz.

Also lining up for Monsanto are Paul Hastings antitrust partner M.J. Moltenbrey and Paul Weiss antitrust co-chair Charles Rule, Wilmer Cutler Pickering Hale and Dorr antitrust partner Molly Boast and Arnold & Porter antitrust chair Jonathan Gleklen are representing the company on regulatory matters from Washington DC.

Debevoise & Plimpton litigation partner Mark Goodman, corporate chair Jeffrey Rosen and civil litigation counsel Elliot Greenfield are serving as independent advisers to Monsanto's board of directors.

A done deal by the end of 2017

Monsanto expects its proposed merger with Bayer to close by the end of 2017. The deal, if approved by regulators, will create the world's largest agrichemical company. Lender banks financing the union are being advised by London-based legal giants Clifford Chance and Linklaters.

Sources: The American Lawyer; Juve