FRANKFURT, Germany (AP) — German drug and farm chemical maker Bayer AG says it has agreed to acquire seed and weed-killer company Monsanto in an all-cash deal valued at $66 billion.

Bayer says it is paying Monsanto shareholders $128 per share, which represents a 44 percent premium over Monsanto's closing price on May 9, the day before a proposed deal was announced.

The deal is subject to approval by Monsanto shareholders and anti-trust regulators.

Bayer said Wednesday the transaction brings together two different but complementary companies. Bayer makes a wide range of crop protection chemicals, while Monsanto is known for its seeds business.

Leverkusen-based Bayer said the merged companies' agriculture business would have its seeds business and North American business headquarters in St. Louis, Missouri, where Monsanto is currently based.

Bayer initially offered $122 per share, only to be rebuffed by Monsanto management, and then $125 per share before reaching the deal announced Wednesday.

Monsanto Chairman and CEO Hugh Grant said the deal "represented the most compelling value for our shareholders, with the most certainty through the all-cash consideration."

Bayer said it would raise the cash to pay for Monsanto by issuing debt and $19 billion in equity, including a mandatory convertible bond and a rights issue. </s> German drug and farm chemical company Bayer AG said Wednesday it has signed a deal to acquire seed and weed-killer company Monsanto for $66 billion in cash.

Bayer said it is paying Monsanto shareholders $128 per share, which represents a 44% premium over Monsanto's closing price on May 9, the day before a proposed deal was announced.

The deal is subject to approval by Monsanto shareholders and antitrust regulators.

Bayer said the transaction brings together two different but complementary companies. Bayer makes a wide range of crop protection chemicals, while Monsanto is known for its seed business.

Leverkusen-based Bayer said the merged companies' agriculture business would have its seed business and North American business headquarters in St. Louis, where Monsanto is based.

Bayer initially offered $122 per share, only to be rebuffed by Monsanto management, and then $125 per share before reaching the deal announced Wednesday.

Monsanto Chairman and CEO Hugh Grant said the deal "represented the most compelling value for our shareholders, with the most certainty through the all-cash consideration."

Bayer said it would raise the cash to pay for Monsanto by issuing debt and $19 billion in equity, including a mandatory convertible bond and a rights issue.

Median incomes are up and poverty rate is down, surprisingly strong census figures show

My ride in a self-driving Uber; or how I learned to stop worrying and trust the algorithm

5:35 a.m.: This article has been updated with additional information.

This article was originally published at 5 a.m. </s> The $63.5 billion offer on the table for U.S. seed giant Monsanto was already the biggest takeover bid this year. But in an effort to clinch a deal, Germany's Bayer says it's ready to go even bigger.

Bayer (BAYRY) said Tuesday it's prepared to pay $65 billion in cash to create a huge conglomerate spanning pharmaceuticals, health products and pesticides.

Monsanto (MON) shot down Bayer's two previous offers, but now the companies are in advanced talks, the German firm said.

It's not the only one interested, though, according to Monsanto. The U.S. company said its weighing Bayer's sweetened offer along with "proposals from other parties and other strategic alternatives."

Related: Monsanto takeover would be biggest deal of 2016

Bayer is now offering $127.50 per share, up from previous bids of $122 and $125. Monsanto shares in New York closed Friday at $107.44, suggesting investors were cautious about the prospects of a successful deal.

The latest offer values Monsanto's equity at about $56 billion. Including debt, the deal would be worth $65 billion.

If the two companies can reach an agreement, it would be the latest mega-merger struck in the agribusiness and chemical sectors. Last year, Dow and DuPont combined to form a new industrial giant worth $130 billion.

In February of this year, ChemChina agreed to pay $43 billion for Syngenta (SYENF), a company that Monsanto had previously tried to buy.

The ChemChina-Syngenta deal is currently the biggest announced worldwide so far this year.

Bayer, which is strongest in Asia and Europe, stands to gain from Monsanto's expertise in agriculture and seeds. It would also benefit from Monsanto's regional strength in North America.

Bayer has said the combining the companies -- which would need regulatory approval -- would generate synergies of $1.5 billion over three years.

-- Charles Riley and Rob McClean contributed to this report. </s> FRANKFURT/NEW YORK (Reuters) - Chemicals and healthcare group Bayer AG (BAYGn.DE) is poised to announce the acquisition of U.S. seeds company Monsanto Co MON.N on Wednesday for more than $66 billion, clinching the biggest deal of the year, people familiar with the matter said.

A trader works at the post where Monsanto Co. is traded on the floor of the New York Stock Exchange (NYSE) in New York City, U.S., August 25, 2016. REUTERS/Brendan McDermid

By accepting Bayer’s offer, the largest cash acquisition proposal on record, Monsanto is set to give the German company a shot at grabbing the top spot in the fast-consolidating farm supplies industry, combining its crop science business with Monsanto’s strength in seeds. It will also set the stage for the deal to be closely scrutinized by antitrust regulators.

The breakthrough in negotiations, which follows more than four months of talks, came after Bayer further improved on the sweetened offer of $127.50 per share in cash it disclosed last week, the people said.

However, the deal will still value Monsanto at less than $130 per share, which the company was previously hoping to fetch, the people added.

Once St. Louis, Missouri-based Monsanto’s board of directors approves the deal on Tuesday, Leverkusen-based Bayer’s supervisory board will meet on Wednesday to also authorize the transaction, with an announcement expected before the stock market opens in New York on Wednesday, some of the people said.

It is still possible the board of either company could decide to walk away from the deal at the last minute, the people cautioned.

The sources asked not to be identified because the deliberations are confidential. Bayer and Monsanto declined to comment.

Monsanto’s shares ended 0.8 percent lower at $106.10 in New York on Tuesday amid uncertainty over whether any agreed deal will clear antitrust hurdles. The stock later climbed to $108.79 in after-hours trading. Bayer shares ended trading in Frankfurt down 0.3 percent at 93.3 euros.

Bayer said last week talks with Monsanto had advanced and that it was willing to offer $127.50 per share, up from $125 previously, valuing Monsanto at more than $65 billion, including debt.

Sources told Reuters that topping up the price secured Bayer access to more privileged information on Monsanto’s business performance and paved the way for more detailed negotiations.

“Given recent updates on the Monsanto approach suggest a final conclusion may be close, we suspect (Bayer) will work hard to try and reach a final conclusion before the Meet Management event, if possible,” Jefferies Research analyst Jeffrey Wolford said in a research note before the news, referring to Bayer’s presentations day for analysts and investors in Cologne next Tuesday.

Bayer’s bid to combine its crop chemicals business, the world’s second-largest after Syngenta AG SYNN.S, with Monsanto’s industry leading seeds business, is the latest in a series of major consolidation moves in the agrochemical sector.

U.S. chemicals giants Dow Chemical (DOW.N) and DuPont (DD.N) have agreed to merge and spin off their respective seeds and crop chemicals operations into a major agribusiness.

Syngenta last year fought off unwanted suitor Monsanto, only to later agree to a takeover by ChemChina. </s> Bayer AG BAYRY 1.19% raised its offer to buy Monsanto Co. and create a new global leader in seeds and pesticides, though the German firm said the higher price depended on achieving a “negotiated transaction.”

Bayer, which has been discussing a deal with Monsanto since mid-May, said it would pay $127.50 a share for the St. Louis-based biotech seed giant, up from its previous offer of $125 a share. The higher offer values Monsanto at over $65 billion, including debt.

Monsanto acknowledged the improved offer, and called the discussions with Bayer “constructive.”

“Monsanto is continuing these conversations as it evaluates this proposal, as well as proposals from other parties and other strategic alternatives to enable its Board of Directors to determine if a transaction in the best interests of its shareowners can be realized,” officials for the company said.

Executives of the pharmaceutical giant have said that acquiring Monsanto, the world’s largest supplier of crop seeds and genes, will create a global firm with a deep portfolio in pesticides, positioned to help farmers around the world produce food for a growing and more affluent population.

Werner Baumann, who took over as Bayer’s chief executive just weeks before launching what would be the aspirin maker’s biggest-ever acquisition, is pursuing the deal as rivals in the $100 billion global market for seeds and pesticides seal their own mergers. Mr. Baumann has faced pushback from some Bayer shareholders, however, who have worried about Bayer shifting focus away from its pharma division.

Monsanto has said it sees the virtues of combining its prowess in seeds with Bayer’s much broader range of pesticides, but Monsanto’s board in July unanimously rejected Bayer’s previous offer of $125 a share as too low and “insufficient to ensure deal certainty.” Analysts have said around $135 to $140 a share may be a more realistic price.

Bayer said Monday that there was no assurance a deal would be struck, and if one was, it would remain subject to regulatory approvals.

Monsanto shares settled Friday at $107.44. Bayer shares settled 0.7% lower Monday at €94.24 (about $105).

Monsanto is weighing Bayer’s takeover proposal as the U.S. company’s own profits have come under pressure from the slumping farm economy, where bin-busting harvests have pushed down grain prices and forced farmers in the U.S. and elsewhere to reduce spending on everything from crop seeds to tractors and land. The U.S. Department of Agriculture last week projected that U.S. farm incomes this year will hit their lowest point since 2009, forcing more farmers to consider switching to generic weedkillers, put off buying new machinery, and trade down to cheaper seeds.

Monsanto has responded to the downturn by laying off about 16% of its global workforce and curtailing some research projects, including a Brazilian sugar cane effort.

While Bayer has touted its deal as offering Monsanto investors an attractive price for the company, some Monsanto shareholders have said that Monsanto should seek a higher figure based on the long-term potential of some of its investments, including a data analytics business that crunches weather, soil and crop information to formulate farming advice.

Bayer and Monsanto have few alternative partners. DuPont Co. and Dow Chemical Co. , which both maintain big divisions focused on seeds and crop sprays, unveiled their own merger in December, a plan that eventually will lead to the spinoff of three independent companies, including one focused on agriculture. That deal’s closing now is likely to slip into early 2017 after European Union antitrust officials moved to open an in-depth probe of the deal, citing competitive concerns in herbicides and insecticides, among other product lines.

Syngenta AG , another top seed and pesticide maker, is moving ahead with a planned sale to China National Chemical Corp. for $43 billion, in a deal that would broadly expand China’s heft in high-tech seed development as the country works to modernize its agricultural sector. That deal last month won a key nod from the Committee on Foreign Investment in the U.S.

Write to Jacob Bunge at jacob.bunge@wsj.com </s> NEW YORK — German drugs and crop chemicals company Bayer has won over U.S. seeds firm Monsanto with an improved takeover offer of around $66 billion, ending months of wrangling after increasing its bid for a third time.

The $128 a share deal, up from Bayer's previous offer of $127.50 a share, is the biggest of the year so far and the largest cash bid on record.

The deal will create a company commanding more than a quarter of the combined world market for seeds and pesticides in the fast-consolidating farm supplies industry.

However, competition authorities are likely to scrutinize the tie-up closely, and some of Bayer's own shareholders have been highly critical of a takeover plan which they say risks overpaying and neglecting the company's pharmaceutical business.

The transaction includes a break-fee of $2 billion that Bayer will pay to Monsanto should it fail to get regulatory clearance. Bayer expects the deal to close by the end of 2017.

The details confirm what a source close to the matter told Reuters earlier.

Bernstein Research analysts said on Tuesday they saw only a 50 percent chance of the deal winning regulatory clearance, although they cited a survey among investors that put the likelihood at 70 percent on average

"We believe political pushback to this deal, ranging from farmer dissatisfaction with all their suppliers consolidating in the face of low farm net incomes to dissatisfaction with Monsanto leaving the United States, could provide significant delays and complications," they wrote in a research note.

Bayer said it was offering a 44 percent premium to Monsanto's share price on May 9, the day before it made its first written proposal.

It plans to raise $19 billion to help fund the deal by issuing convertible bonds and new shares to its existing shareholders, and said banks had also committed to providing $57 billion of bridge financing.

Bayer's move to combine its crop chemicals business, the world's second largest after Syngenta AG, with Monsanto's industry leading seeds business, is the latest in a series of major tie-ups in the agrochemicals sector.

The German company is aiming to create a one-stop shop for seeds, crop chemicals and computer-aided services to farmers. That was also the idea behind Monsanto's swoop on Syngenta last year, which the Swiss company fended off, only to agree later to a takeover by China's state-owned ChemChina. Elsewhere in the industry, U.S. chemicals giants Dow Chemical and DuPont plan to merge and later spin off their respective seeds and crop chemicals operations into a major agribusiness. The Bayer-Monsanto deal will be the largest ever involving a German buyer, beating Daimler's tie-up with Chrysler in 1998, which valued the U.S. carmaker at more than $40 billion. It will also be the largest all-cash transaction on record, ahead of brewer InBev's $60.4 billion offer for Anheuser-Busch in 2008.

Antitrust experts have said regulators will likely demand the sale of some soybeans, cotton and canola seed assets as a condition for approving the deal. </s> FRANKFURT, Germany (AP) — German drug and farm chemical company Bayer AG says it has signed a deal to acquire seed and weed-killer company Monsanto for $66 billion in cash.

Bayer says it is paying Monsanto shareholders $128 per share, which represents a 44 percent premium over Monsanto’s closing price on May 9, the day before a proposed deal was announced.

The deal is subject to approval by Monsanto shareholders and anti-trust regulators.

Bayer said Wednesday the transaction brings together two different but complementary companies. Bayer makes a wide range of crop protection chemicals, while Monsanto is known for its seeds business.

Leverkusen-based Bayer said the merged companies’ agriculture business would have its seeds business and North American business headquarters in St. Louis, Missouri, where Monsanto is currently based. </s> The German pharmaceutical and chemicals group Bayer said it would sweeten its offer for US rival Monsanto.

In a statement released late Monday, Bayer said it would raise its offer for the US seed giant to $127.50 per share from $125. That would bring the deal's total value to almost $66 billion including debt.

Monsanto confirmed Bayer's improved bid for a friendly takeover and said it was evaluating the proposal, "as well as proposals from other parties and other strategic alternatives".

It said there was no guarantee a deal would be struck.

Monsanto rejected Bayer's previous offer in mid-July, saying it was "financially inadequate", but left the door open to further discussions.

With its new offer, Bayer also said it has no intention of carrying out a hostile takeover.

The German daily Handelsblatt reported in mid-August that Bayer was considering a hostile bid if faced with ongoing opposition from Monsanto.

A deal would create a global leader in genetically modified seeds and pesticides.

Monsanto pursued its own takeover of Swiss Syngenta for more than a year as well as BASF SE's agrochemicals unit, Bloomberg reported.

Germany's BASF could still play the role of white knight helping Monsanto fend off Bayer's bid, Bloomberg said in mid-July.

Bayer was down 0.20 percent in early trade on the Frankfurt stock exchange Tuesday. </s> American seed and weed-killer company Monsanto and German medicine and farm chemical maker Bayer are combining in a deal that could help farmers produce higher yields to address challenges from global warming to rising food demand from a fast-growing global population.

Consumers could benefit from more-affordable and healthier food options as well as the companies' using their expertise to help farmers limit their chemical use and environmental impact, company executives said Wednesday after the all-cash deal was announced.

It comes amid record harvests driving crop prices to painfully low levels for many farmers.

After four months of courtship, Leverkusen, Germany-based Bayer AG said Monsanto Co. accepted its third offer. In addition to the $57 billion price for shareholders, Bayer is assuming $9 billion in Monsanto debt. It will pay Monsanto shareholders $128 per share, $6 above its initial offer and a 44 percent premium over the St. Louis company's closing price before rumors of a bid emerged.

Because Bayer is mainly funding the deal through debt, by selling bonds and stock, Jefferies LLC analyst Jeffrey Holford wrote to investors, Bayer's increased debt load could limit investment in its "sub-optimal" prescription drug pipeline and its consumer health business.

The deal would create a global agricultural and chemical giant with a broad array of products. Fitch Ratings noted the combined Bayer would have a 25 percent share in some markets, "almost certainly drawing regulatory scrutiny and posing antitrust obstacles."

That's because the deal combines two of the six U.S. and European companies that dominate in agrochemicals.

"It will ... create an innovation engine for the next generation of farming," Monsanto CEO Hugh Grant said.

The world's population is expected to jump by nearly 3 billion people, to 9 billion, by 2050. Together with the effects of warmer temperatures, more-severe storms, less land available for farming and the need to reduce pollution and greenhouse gas emissions from farming operations, that is pressuring farmers to be more productive.

"It's going to take a lot of innovation to ensure that everybody can be fed," and the combined company will be able to speed up product improvements to help, Liam Condon, head of Bayer Crop Science, told The Associated Press.

Affordability also is an issue, Condon said, as people in many poor countries spend more than half their income on food, compared to 10 percent to 15 percent in the U.S.

Bayer and Monsanto both are well known to farmers and home gardeners. Monsanto sells seeds for fruits, vegetables, corn, soybeans, cotton and other crops, plus heavily advertised Roundup weed killer. Bayer sells chemical and biologic crop protection products and the Bayer Advanced garden chemicals line.

Both companies offer services in "digital farming," helping farmers use data from sensors in their fields and satellites to improve crop yields by choosing the best seeds and applying just the right amount of chemicals at the right time throughout the growing season.

Monsanto is a top maker of seeds genetically modified to resist drought, weeds and insects, among other "traits." They're not accepted in Europe due to health concerns, so Monsanto sells little in Bayer's backyard. Bayer is a major agricultural supplier in Europe, Asia and Africa, though it's best known for prescription drugs such as blood clot-preventer Xarelto and consumer health products including Aleve pain reliever and One A Day and Flintstones vitamins.

"The overlaps are minimal," Grant told reporters on a conference call. He said the deal "represented the most compelling value for our shareholders."

Bayer and Monsanto executives said they won't identify areas of business overlap before regulators in the EU, U.S., Canada, Brazil and two dozen other countries review the acquisition for potential antitrust issues. Bayer said it's so confident of approval that it's offered Monsanto a $2 billion breakup fee if the deal falls through.

Bayer and Monsanto executives wouldn't discuss the fate of the Monsanto name, but said the combined company's seeds and North American business will have headquarters at Monsanto's St. Louis base.

The companies also wouldn't discuss possible job cuts. Those are standard after big mergers and implied in this one, given that 80 percent of the $1.5 billion in synergies the companies predict after three years will be cost cuts in administration, sales and marketing.

Bayer said the trans-Atlantic tie-up should close before the end of 2017. Monsanto plans a shareholder vote on the deal in a few months.

In U.S. trading, shares of both companies closed up 0.6 percent, with Bayer at $104.85 and Monsanto at $106.76.

Johnson reported from Trenton, New Jersey, and McHugh reported from Frankfurt, Germany.
Bayer reproposes to buy Monsanto at a new exchange of US$65 billion including debt.