Bayer Monsanto
SYDNEY, AUSTRALIA — Bayer AG’s proposed $66 billion acquisition of Monsanto Co. has cleared a few more hurdles after the European Commission and the Australian Competition & Consumer Commission (ACCC) this week cleared the potential transaction.

The E.C. cleared the acquisition on the condition of the divesture of an extensive remedy package, which addresses the companies’ overlaps in seeds, pesticides and digital agriculture.

Margrethe Vestager European Commission
Margrethe Vestager, commissioner of the E.C.

“We have approved Bayer’s plans to take over Monsanto because the parties’ remedies, worth well over €6 billion, meet our competition concerns in full,” said Margrethe Vestager, commissioner of the E.C. “Our decision ensures that there will be effective competition and innovation in seeds, pesticides and digital agriculture markets also after this merger.

“In particular, we have made sure that the number of global players actively competing in these markets stays the same. That is important because we need competition to ensure farmers have a choice of different seed varieties and pesticides at affordable prices. And we need competition to push companies to innovate in digital agriculture and to continue to develop new products that meet the high regulatory standards in Europe, to the benefit of all Europeans and the environment.”

The E.C. said that its investigation included the assessment of more than 2,000 different product markets and the review of more than 2.7 million internal documents.

Werner Baumann Bayer CEO
Werner Baumann, chief executive officer of Bayer

“Receipt of the European Commission’s approval is a major success and a significant milestone,” said Werner Baumann, chief executive officer of Bayer. “Together with Monsanto, we want to help farmers across the world grow more nutritious food in a more sustainable way that benefits both consumers and the environment.”

Meanwhile, the ACCC’s review took just over a year. The ACCC ultimately concluded that the proposed acquisition would not substantially lessen competition in any relevant market after taking into consideration Bayer’s commitments to the E.C. relating to several issues, including the divestiture of Bayer’s canola business, divestiture of Bayer’s LibertyLink trait technology and divestitures of a number of Bayer’s and Monsanto’s research activities.

Bayer has now received approvals for the transaction from substantially more than half of the some 30 regulatory authorities, including those in Brazil and China.

The conditions cover the divestment of certain Bayer businesses, including the global field crop seeds business such as canola, cotton, and soybean (with minor exceptions restricted to the Asia region), the R&D platform for hybrid wheat, the global vegetable seeds business, the global glufosinate ammonium business as well as certain glyphosate-based herbicides in Europe, predominantly for industrial use.

The transaction remains subject to customary closing conditions, including receipt of required regulatory approvals. Bayer and Monsanto are working closely with the authorities — including the Department of Justice in the United States — with the goal of closing the transaction in the second quarter of 2018.

The transaction was first announced on Sept. 14, 2016.

According to the companies, the transaction will unite two “different, but highly complementary businesses.” The combined business is expected to benefit from Monsanto’s leadership in seeds and traits and Climate Corp. platform along with Bayer’s broad crop protection product line.

The combination also will bring together both companies’ innovation capabilities and R&D technology platforms, with an annual pro-forma R&D budget of approximately €2.5 billion.