May 23, 2016
Innovation Powerhouse to Deliver Integrated Solutions for the Next Generation of Farming:

Bayer Offers to Acquire Monsanto to Create a Global Leader in Agriculture

Leverkusen, May 23, 2016 -

- USD 122 per share all-cash offer, valuing Monsanto at USD 62 billion, represents immediate and certain value at a substantial premium forMonsanto shareholders

- Creates leading integrated agriculture business with broad product portfolio and exceptional R&D pipeline to deliver valuable and innovative solutions for farmers

- Compelling value-creation potential with core EPS accretion by mid-single digit percentage in the first full year after closing and double-digit percentage thereafter

- Expected total synergies of approximately USD 1.5 billion after year three plus additional integrated offer benefits in future years

- Strong free cash flow generation enables rapid deleveraging post-acquisition

- Reinforces Bayer as a global innovation-driven Life Science company with leadership positions in its core segments

In response to further market speculation and
stakeholder inquiries, Bayer is publicly disclosing the contents of its private
proposal to acquire Monsanto. Bayer has made an all-cash offer to acquire all
of the issued and outstanding shares of common stock of Monsanto Company for
USD 122 per share or an aggregate value of USD 62 billion. This offer, based on
Bayer's written proposal to Monsanto dated May 10, 2016, represents a
substantial premium of:
- 37 percent over Monsanto's closing share price of USD 89.03 on May 9, 2016
- 36 percent over the three-month volume weighted average share price
- 33 percent over the six-month volume weighted average share price
- Last twelve months EBITDA multiple of 15.8x as of February 29, 2016

The acquisition of Monsanto would be a compelling opportunity to create a
global agriculture leader, while reinforcing Bayer as a Life Science company
with a deepened position in a long-term growth industry. The combination is
expected to provide Bayer's shareholders with accretion to core EPS by a
mid-single-digit percentage in the first full year after closing and a
double-digit percentage thereafter. Initially, Bayer expects annual earnings
contributions from total synergies of approximately USD 1.5 billion after year
three plus additional integrated offer benefits in future years.

"We have long respected Monsanto's business and share their vision to create an
integrated business that we believe is capable of generating substantial value
for both companies' shareholders," said Werner Baumann, CEO of Bayer AG.
"Together we would draw on the collective expertise of both companies to build
a leading agriculture player with exceptional innovation capabilities to the
benefit of farmers, consumers, our employees and the communities in which we

This transaction would bring together leading Seeds & Traits, Crop Protection,
Biologics, and Digital Farming platforms. Specifically, the combined business
would benefit from Monsanto's leadership in Seeds & Traits and Bayer's broad
Crop Protection product line across a comprehensive range of indications and
crops. The combination would also be truly complementary from a geographic
perspective, significantly expanding Bayer's long-standing presence in the
Americas and its position in Europe and Asia/Pacific. Customers of both
companies would benefit from the broad product portfolio and the deep R&D

"Bayer is committed to enabling farmers to sustainably produce enough healthy,
safe and affordable food capable of feeding the world's growing population,"
said Liam Condon, member of the Board of Management of Bayer AG and head of the
Crop Science Division. "Faced with the complex challenge of operating in a
resource-constrained world with increasing climate volatility, there is a clear
need for more innovative solutions that advance the next generation of farming.
By supporting farmers of all sizes on every continent, the combined business
would be positioned as the partner of choice for truly integrated, superior

Under the proposed transaction, the combined business would provide attractive
opportunities for the employees of both companies and have its global Seeds &
Traits and North American commercial headquarters in St. Louis, Missouri, its
global Crop Protection and divisional Crop Science headquarters in Monheim,
Germany, and an important presence in Durham, North Carolina, as well as many
other locations throughout the U.S. and around the world. Digital Farming for
the combined business would be based near San Francisco, California.

Bayer is highly confident in its ability to finance the transaction based on
advanced discussions with and support from its financing banks, BofA Merrill
Lynch and Credit Suisse. The offer is not subject to a financing condition.
Bayer intends to finance the transaction with a combination of debt and equity.
The expected equity portion represents approximately 25 percent of the
transaction's enterprise value and is expected to be raised primarily via a
rights offering.

The strong cash flow generation of the combined business as well as Bayer's
track record of disciplined deleveraging after large acquisitions would enable
rapid deleveraging post-acquisition. This is in line with Bayer's target of an
investment-grade rating immediately after closing of the transaction and its
commitment to the single "A" credit rating category in the long term. Bayer has
a successful track record of working with global authorities to secure the
necessary regulatory approvals and has extensive experience integrating
acquisitions from a business, geographic, and cultural perspective.

Bayer's Board of Management and Supervisory Board unanimously approved the
proposal and are fully committed to pursuing the transaction. Bayer is prepared
to proceed immediately to due diligence and negotiations and to quickly agree
to a transaction. The transaction will be subject to customary closing

BofA Merrill Lynch and Credit Suisse are acting as lead financial advisors to
Bayer and support the financing of the transaction; Rothschild has been
retained as an additional financial advisor to Bayer. Bayer's legal advisors
are Sullivan & Cromwell LLP (M&A) and Allen & Overy LLP (Financing).

Bayer: Science For A Better Life

Bayer is a global enterprise with core competencies in the Life Science fields
of health care and agriculture. Its products and services are designed to
benefit people and improve their quality of life. At the same time, the Group
aims to create value through innovation, growth and high earning power. Bayer
is committed to the principles of sustainable development and to its social and
ethical responsibilities as a corporate citizen. In fiscal 2015, the Group
employed around 117,000 people and had sales of EUR 46.3 billion. Capital
expenditures amounted to EUR 2.6 billion, R&D expenses to EUR 4.3 billion.
These figures include those for the high-tech polymers business, which was
floated on the stock market as an independent company named Covestro on October
6, 2015. For more information, go to

Please see below the private letter Bayer shared with Monsanto on May 10, 2016.

May 10, 2016
Hugh Grant
Chairman and Chief Executive Officer
Monsanto Company
800 North Lindbergh Boulevard
St. Louis, Missouri 63167

Dear Hugh,

Thank you for taking the initiative to arrange the recent meeting between us on
April 18, 2016. I appreciated the opportunity to hear your views on the value
of a globally integrated agriculture platform and your vision that a
combination of Seeds & Traits, Crop Protection, Biologics, and Digital Farming
would be a winning formula. On behalf of Bayer, I am pleased to provide this
letter to you to confirm our strong interest in a business combination with
Monsanto. As you mentioned, a Monsanto and Bayer combination offers the best
strategic fit in the industry. Additionally, we believe this combination offers
a unique and compelling opportunity to maximize value for both our companies'
shareholders. This letter outlines the terms of our proposal, which has been
unanimously approved by our Board of Management and has the support of the
Chairman of our Supervisory Board.

Bayer has long respected Monsanto's business, management team, strong
innovation capabilities and commitment to farmers. Over the years we have had
multiple discussions regarding potential avenues to realize our shared vision
regarding an integrated approach and strategy to the agricultural industry. The
combination would create a truly global agriculture leader with a comprehensive
and balanced product line across business segments and geographies. This would
bring together Monsanto's leadership in Seeds & Traits with Bayer's leadership
in Crop Protection and Biologics, and our combined focus on Digital Farming.
Additionally, we would also combine our research and development capabilities,
creating an innovation powerhouse to develop solutions for farmers around the

Our Proposal
Price: We are prepared to acquire all of the issued and outstanding shares of
Monsanto for $122 per share in cash. We believe this all-cash offer presents
Monsanto shareholders the best opportunity to maximize the full value of their
shares immediately, with certainty. Our offer represents:
- A premium of 37% over the closing share price on May 9, 2016
- A premium of 36% over the three-month volume weighted average share price
- A premium of 33% over the six-month volume weighted average share price
- A last twelve months EBITDA multiple of 15.8x as of February 29, 2016
Our proposal fully values Monsanto including its pipeline and also shares the
benefits of the combination, the very benefits you outlined in detail in your
proposed transaction with Syngenta.

Financing: Our all-cash offer provides transaction certainty and would not be
subject to a financing condition. Together with our financial advisors, BofA
Merrill Lynch and Credit Suisse, we have engaged in an extensive analysis of
the potential financing options available to Bayer and we are highly confident
in our ability to secure full financing commitments prior to announcement. Our
financial advisors have provided us with highly confident letters for the
proposed transaction.

Regulatory: Bayer has a highly successful track record working together with
global authorities to gain regulatory approvals, given our prior acquisition
experience including Aventis CropScience, Schering AG, and Merck Consumer Care.
Together with our legal advisor, Sullivan & Cromwell LLP, we have analyzed the
potential regulatory aspects and are very confident that we will be able to
obtain all necessary approvals in a timely manner.

Integration: We have extensive experience in successfully integrating
acquisitions from a business, geographic, and cultural perspective. We foresee
no impediments to effectively integrating our respective organizations,
especially given our complementary business segments, geographies, and
success-driven cultures. We would propose that the new global Seeds & Traits
and North American commercial headquarters, as well as the research and
development center for Seeds & Traits be based in St. Louis, Missouri.
Additionally, we anticipate Digital Farming for the combined company would be
based near San Francisco, California. We will provide meaningful additional
opportunities for employees of both companies.

Timing: Bayer is prepared to move expeditiously to complete customary due
diligence, negotiate and execute definitive transaction documentation, and
announce the proposed combination. Given the significant time and resources we
have already devoted to analyzing this potential combination, we can complete
this process quickly, with minimal disruption to Monsanto's business or its
employees. Additionally, given the substantial benefits of the combination, we
believe that it is important that both of our companies commence negotiations

This letter is being submitted to you on the understanding that its contents
will be kept confidential and will not be disclosed to any person other than
Monsanto's Board of Directors, senior officers, and financial and legal
advisors. The proposal outlined in this letter is based on publicly available
information and any transaction would be subject to our satisfactory due
diligence review, the negotiation and execution of mutually satisfactory
definitive transaction documentation, and other usual and customary conditions
for transactions of this nature.

We completely agree with the vision of an integrated crop solution strategy you
described during our meeting on April 18, 2016. Additionally, we are convinced
that a business combination between Monsanto and Bayer represents a unique and
truly compelling opportunity to create a global leader in agriculture. We
believe that our proposal maximizes immediate value and provides certainty for
Monsanto shareholders while creating significant benefits for farmers,
employees and our communities. As a result, we are fully committed to
completing this transaction. Our strong preference is to engage in a
constructive process and work together to achieve a mutually beneficial

We remain at your disposal, and that of your Board of Directors, to address any
questions you may have and we appreciate and look forward to your consideration
and timely response.

Yours sincerely,

Werner Baumann
Bayer AG
Chairman of the Board of Management

Liam Condon
Bayer AG
President Crop Science Division


Further information is available on the internet at:

- Statements of Werner Baumann and Liam Condon as video and script (from
approximately 7:00 a.m. CEST)
- Slides for the Media Conference Calls (from approximately 7:00 a.m. CEST)
- Speech and embedded slides for the Media Conference Calls (from approximately
8:00 a.m. CEST)
- Live webcast of the 1st Media Conference Call (from approx. 8:00 a.m. CEST)
- Live webcast of the 2nd Media Conference Call (from approx. 4:30 p.m. CEST)

For investors:
- Slides for the Investor Conference Calls (from approx. 7:00 a.m. CEST)
- Live webcast of the 1st Investor Conference Call (from approx. 9:00 a.m. CEST)
- Live webcast of the 2nd Investor Conference Call (from approx. 2:00 p.m. CEST)

Transcripts and audio recordings of all conference calls will be available

Forward-looking statements<br/>
This release 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 The company assumes no liability whatsoever to update
these forward-looking statements or to conform them to future events or

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
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



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