Monsanto: Two Proxy Advisory Firms Recommend Vote FOR Merger With Bayer

(RTTNews) - U.S. seed firm Monsanto Co. (MON) announced Monday that independent proxy advisory firms Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC have both recommended that Monsanto shareowners vote "FOR" the proposal for the $66 billion acquisition by German conglomerate Bayer AG (BAYZF.PK, BAYRY.PK, BYR.L).

Under the terms of the merger agreement, Monsanto shareowners will receive $128 per share in cash at the closing of the merger. The merger agreement is being submitted to a vote at a special meeting of Monsanto shareowners to be held on December 13.

According to ISS, the offer represents a 41.7 percent premium to the unaffected price, and that it does not appear to be opportunistic and no superior proposals have been publicly disclosed, despite a reasonable 3.3 percent termination fee.

In its recommendation, Glass Lewis stated that the company conducted a reasonably thorough strategic review process prior to agreeing to the proposed merger with Bayer. Also, the cash consideration provides shareholders with a fairly attractive exit valuation and premium for their Monsanto shares. The merger agreement also includes a $2.0 billion reverse termination fee potentially payable by Bayer, which helps to mitigate some of the regulatory risk of the deal from the perspective of the Company and its shareholders.

Hugh Grant, Monsanto Chairman and Chief Executive Officer, noted, "The ISS and Glass Lewis recommendations are consistent with our view that the combination of Bayer and Monsanto represents compelling value for our shareowners, as well as an opportunity to drive innovation for growers around the world. We continue to expect the combination to close by the end of 2017."