Bayer Aktiengesellschaft / Key word(s): Statement 06.09.2016 00:38 Disclosure of an inside information according to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Leverkusen, September 06, 2016 Bayer confirms advanced negotiations with Monsanto concerning a proposed transaction. While key terms and conditions have not yet been agreed, Bayer would be prepared to provide a transaction consideration of USD 127.50 per Monsanto share only in connection with a negotiated transaction. There can be no assurance that the parties will enter into an agreement. The proposed transaction would be subject to regulatory approval and other customary closing conditions. The key conditions of a definitive transaction agreement must be approved by the Supervisory Board of Bayer AG. Contact: Mr. Peter Dahlhoff, Bayer AG, Investor Relations, Phone: +49-214-30-33022, e-mail: [email protected], Fax: 0214-30-96-33022 --------------------------------------------------------------------------- Information and Explanation of the Issuer to this News: Forward-Looking Statements 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 www.bayer.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments. 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 READ THE RELEVANT TENDER OFFER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TENDER OF 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 www.sec.gov. 06.09.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de --------------------------------------------------------------------------- Language: English Company: Bayer Aktiengesellschaft Kaiser-Wilhelm-Allee 1 51373 Leverkusen Germany Phone: +49 (0)214 30-65742 Fax: +49 (0)21430-9665742 E-mail: [email protected] Internet: www.bayer.com ISIN: DE000BAY0017 WKN: BAY001 Indices: DAX, EURO STOXX 50, Stoxx 50 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Dusseldorf, Stuttgart, Tradegate Exchange; Madrid End of Announcement DGAP News-Service ---------------------------------------------------------------------------