ST. LOUIS--(BUSINESS WIRE)--
Monsanto Company (NYSE: MON) announced that at a special meeting of
shareowners held today, shareowners of the company approved the merger
of Monsanto with a wholly owned subsidiary of Bayer Aktiengesellschaft.
Under the terms of the merger agreement, Monsanto shareowners will
receive $128 per share in cash at the closing of the merger.

“We are pleased we received such strong support from our shareowners,”
said Hugh Grant, Monsanto Chairman and Chief Executive Officer. “This is
an important milestone as we work to combine our two complementary
companies and deliver on our shared vision for the future of
agriculture. By bringing together our expertise and our resources to
drive this shared vision, we can do even more together to benefit
growers around the world and to help address broad global challenges
like climate change and food scarcity.”

“The acquisition of Monsanto is driven by our strong belief that this
combination can help address the growing challenges facing farmers and
the overall agriculture industry today and in the future,” said Werner
Baumann, CEO of Bayer AG. “Together, Bayer and Monsanto will be able to
offer the new, innovative solutions that our customers need. We look
forward to completing the transaction and working closely with Monsanto
to ensure a successful integration.”

Based on a preliminary tabulation of the shareowner vote, approximately
99% of all votes cast, which represents approximately 75% of all
outstanding shares on November 7, 2016, the record date for the special
meeting, were voted in favor of the merger. Monsanto shareowners also
approved the proposal to approve, on an advisory (non-binding) basis,
certain compensation that may be paid or become payable to the Company’s
named executive officers in connection with the merger. The final voting
results on all agenda items will be filed with the SEC in the company’s
Form 8-K and will also be available at http://www.monsanto.com/investors/pages/default.aspx.

The transaction is subject to customary closing conditions, including
the receipt of required regulatory approvals. Bayer, with the support of
Monsanto, has now submitted a number of filings, including the U.S.
Hart-Scott-Rodino Act filing. Closing is expected by the end of 2017.

Additional information about the proposed transaction may be found at: www.AdvancingTogether.com.

About Monsanto Company

Monsanto is committed to bringing a broad range of solutions to help
nourish our growing world. We produce a variety of seeds ranging from
fruits and vegetables to key crops – such as corn, soybeans, and cotton
– that help farmers produce abundant and nutritious food. We work to
find sustainable agriculture solutions that help farmers conserve
natural resources, use data to improve farming practices, use water and
other important resources more efficiently, and protect their crops from
pests and disease. Through programs and partnerships, we collaborate
with farmers, researchers, nonprofit organizations, universities and
others to help tackle some of the world’s biggest challenges. To learn
more about Monsanto, our commitments and our more than 20,000 dedicated
employees, please visit: discover.monsanto.com
and monsanto.com.
Follow our business on Twitter® at twitter.com/MonsantoCo,
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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 www.bayer.com.

Cautionary Statements Regarding Forward-Looking Information

Certain statements contained in this communication may constitute
“forward-looking statements.” Actual results could differ materially
from those projected or forecast in the forward-looking statements. The
factors that could cause actual results to differ materially include the
following: uncertainties as to the timing of the transaction; the
possibility that the parties may be unable to achieve expected synergies
and operating efficiencies in the merger within the expected time-frames
or at all and to successfully integrate Monsanto’s operations into those
of Bayer; such integration may be more difficult, time-consuming or
costly than expected; revenues following the transaction may be lower
than expected; operating costs, customer loss and business disruption
(including, without limitation, difficulties in maintaining
relationships with employees, customers, clients or suppliers) may be
greater than expected following the announcement of the transaction; the
retention of certain key employees at Monsanto; risks associated with
the disruption of management’s attention from ongoing business
operations due to the transaction; the conditions to the completion of
the transaction may not be satisfied, or the regulatory approvals
required for the transaction may not be obtained on the terms expected
or on the anticipated schedule; the parties’ ability to meet
expectations regarding the timing, completion and accounting and tax
treatments of the merger; the impact of indebtedness incurred by Bayer
in connection with the transaction and the potential impact on the
rating of indebtedness of Bayer; the effects of the business combination
of Bayer and Monsanto, including the combined company’s future financial
condition, operating results, strategy and plans; other factors detailed
in Monsanto’s Annual Report on Form 10-K filed with the SEC for the
fiscal year ended August 31, 2016 and Monsanto’s other filings with the
SEC, which are available at http://www.sec.gov
and on Monsanto’s website at www.monsanto.com;
and other factors discussed in Bayer’s public reports which are
available on the Bayer website at www.bayer.com.
Bayer and Monsanto assume no obligation to update the information in
this communication, except as otherwise required by law. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.