BASF SE (DB:BAS) signed an agreement to acquire additional seeds and crop protection businesses and assets from Bayer Aktiengesellschaft (DB:BAYN) for €1.7 billion on April 26, 2018. The consideration is payable in cash and is subject to certain adjustments at closing. The businesses to be divested include the global vegetable-seeds business operating under the trademark Nunhems®, certain seed-treatment products sold under the Poncho®, VOTiVO®, COPeO® and ILeVO® brands, the research platform for wheat hybrids, certain glyphosate-based herbicides in Europe, three research projects in the field of total herbicides and Bayer's digital farming platform xarvioTM. The transaction also includes Bayer's oilseed rape business in Australia. The businesses transferred reported sales of €745 million in 2017. The transaction includes the transfer of around 2,500 employees. As part of the agreement, BASF SE has committed to maintain all permanent positions, under similar conditions, for at least three years after closing of the transaction.

The transaction is subject to the closing of Bayer's acquisition of Monsanto Company expected in the second quarter of 2018, regulatory approval and approval by relevant merger control authorities. As of April 30, 2018, European Commission has conditionally approved the deal. Bayer will use the proceeds to help finance its acquisition of Monsanto Company. As of May 29, 2018, the deal is expected to be completed in 2 months. As on August 1, 2018, BASF has acquired the businesses and assets that Bayer offered, except the vegetable seeds business for which the closing is expected in mid- August 2018.

BofA Merrill Lynch and Credit Suisse acted as financial advisors for Bayer while Matthew Hurd, Eric Krautheimer; Carsten Berrar, Steven Holley, Juan Rodriguez, Matthew Friestedt, Ronald Creamer, Neal McKnight, Bradley Smith, Axel Beckmerhagen, Michael Snypes, Spencer Simon, Matthew Brennan, Mehdi Ansari, Rachel Yu, Kristen Klein, Dustin Guzior, Jason Schnier, Christopher Graham, Tyler Rosenbaum, Evan Simpson, Tyler Hill, Renata Mascarenhas, Patrick Kavanaugh, Oscar Hayward of Sullivan & Cromwell LLP, Dentons, Cohen & Grigsby, Redeker, Sellner & Dahs, Baker McKenzie and Florian Becker, Thomas Thalhofer, Maurice Séché, Konrad Zdanowiecki, Lisa Guntermann and Stefanie Hagemeier of Noerr LLP acted as legal advisors for Bayer. Susan Hutton, Jeff Brown, Michael Rosenstock, Paul Collins and Ashley Piotrowski of Stikeman Elliott LLP, Luciana Tornovsky, Lucas Tavares, Débora Sejtman, Natalia Graton of Demarest Advogados acted as legal advisors for Bayer. Peter Lyons, Aly El Hamamsy, Matthew Herman, Menachem Kaplan, Cole Randle, David Mitchell, Carryn Vincec, Claude Stansbury, Frank Montag, Rafique Bachour, Daniel Clarke, Paul Humphreys, Sean Hinton, Thomas McGrath, Daniel Baker of Freshfields Bruckhaus Deringer LLP, Adriana Pallis, Thiago Spercel, Luiz Mascaro and Murilo Bertoldi of Machado Meyer Advogados, Amilcar Peredo of Basham, Ringe y Correa, Eduardo Molan Gaban and Natali Santos of Tauil & Chequer Advogados acted as legal advisors to BASF. Deutsche Bank Securities Inc. acted as financial advisor to BASF SE. Jeffrey Perry of Weil, Gotshal & Manges LLP, Frankfurt acted as legal advisor to BASF in the transaction.