Monsanto Co. announced that the Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. LLC have recommended that Monsanto shareowners vote FOR the proposal to adopt the Agreement and Plan of Merger providing for the acquisition of Monsanto by Bayer Aktiengesellschaft. Under the agreement Monsanto shareowners will receive US$128 per share in cash at the closing of the merger.
ISS stated: “The offer represents a 41.7% premium to the unaffected price, a 29.8% premium to the three-year median EV/NTM EBITDA multiple, and a 22.7% premium to the three-year median NTM P/E multiple. Moreover, the offer does not appear to be opportunistic and no superior proposals have been publicly disclosed, despite a reasonable 3.3% termination fee. In light of these factors and the certainty of value inherent in cash consideration, support for this proposal is warranted.”
Glass Lewis stated: “On balance, we believe that the Company conducted a reasonably thorough strategic review process prior to agreeing to the proposed merger with Bayer. Further, we believe that the cash consideration provides shareholders with a fairly attractive exit valuation and premium for their Monsanto shares. The merger agreement also includes a US$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. Based on these factors and absent a superior competing offer, we believe that the proposed merger warrants shareholder support at this time.”
Commenting on the proxy advisors’ reports, Hugh Grant, Monsanto Chairman and Chief Executive Officer, remarked: “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.”
The adoption of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of common stock entitled to vote at the special meeting and is a condition to the completion of the merger. A failure to vote or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. All shareowners are asked to vote “FOR” the proposal to adopt the merger agreement as soon as possible.
Read the article online at: https://www.worldfertilizer.com/product-news/07122016/iss-and-glass-lewis-recommends-for-vote/