Bayer AG made a non-binding proposal to acquire Monsanto for $53.3 billion in cash. Bayer will pay $122 per share of Monsanto as consideration. On May 24, 2016, Monsanto rejected Bayer's takeover bid, calling it incomplete and financially inadequate and demanding Bayer to increase the offer price by $10 to $15 per share. On May 23, 2016, Bayer’s Board of Management and Supervisory Board unanimously approved the transaction. On July 8, 2016, Bayer revised its offer price to $125 per share. On July 14, 2016, Monsanto receipt of the proposal which is under review. On July 19, 2016, the Board of Directors of Monsanto rejected Bayer’s revised offer citing that it is financially inadequate and insufficient. On September 5, 2016, Bayer again revised the offer price to $127.5 per Monsanto share or a total of $55.8 billion. On September 14, 2016, Bayer and Monsanto signed a definitive agreement whereby Bayer will acquire Monsanto for $56.3 billion or $128 per share in an all-cash transaction. A reverse break-up fee of $1.5 billion will be payable by Bayer in case of termination. On September 14, 2016, the reverse antitrust break fee was revised to $2 billion. Monsanto may be required to pay a fee of $1.85 billion to Bayer in the event of termination. Bayer intends to finance the purchase with a combination of debt and equity. The equity component of $19 billion is expected to be raised through an issuance of mandatory convertible bonds and through a rights issue with subscription rights. On July 14, 2016, bridge financing for $56.9 billion was committed by Bank of America, Credit Suisse, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, HSBC Bank, HSBC Corporation Limited and the London branch of JPMorgan Chase Bank NA. On Octr 12, 2016, Bayer successfully closed on $56.9 billion acquisition facilities. On Nov 16, 2016, Bayer successfully completed the placement of $4.27 billion. Mandatory convertible notes as part of the $19 billion equity financing measures. The acquisition is subject to completion of due diligence, Monsanto shareholder approval, regulatory approvals, adoption of all approvals necessary for the completion of the merger by the EU Commission, expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of certain other required foreign antitrust approvals including approval of Competition Commission of South Africa, completion of the review process by the Committee on Foreign Investment in US and other conditions. The transaction is not subject to a financing condition. The Board of Monsanto recommends shareholders to vote for the agreement in the special meeting to be held on Dec 13, 2016.Transaction was approved by Monsanto shareholders. On May 3, 2017, the transaction was conditionally approved by the Competition Commission of South Africa. Bayer agreed to sell its cotton business in South Africa as well as its global Liberty Link business under a conditional approval from the S. African Competition Commission. On Aug 1, 2017, The EU Commission extended its review of the transaction by Aug 22, 2017. EU Commission opened an investigation to assess the proposed acquisition under the EU Merger Regulation. The EU Commission now has 90 working days, until Jan 8, 2018, to take a decision. On Sep 14, 2017, Monsanto's Directors, Bayer's Management and Supervisory Board unanimously approved the agreement. On Sep 18, 2017, Bayer filed an application with the EU Commission to extend the review deadline by 10 days, until January 22, 2018. As of November 6, 2017, EU Commission will decide the approval of the transaction by Mar, 5, 2018. As of Nov 22, 2017, Brazil's antitrust regulator extended the deadline for a decision on the merger by three months until Mar 2018. As of December 1, 2017, The Committee on Foreign Investment in the United States approved the merger. As of Jan 22, 2018, Colombia's industry and business watchdog approves the transaction. As of Feb 2, 2018, the EU Commission has extended the decision until Apr 05, 28. As of Feb 7, 2018, Brazilian antitrust agency approved the transaction. As of Mar 21, 2018, the EU Commission conditionally approved the transaction. As of April 20, 2018, the Russia’s antitrust regulator FAS approved the transaction. As of May 11, 2018, South Africa’s Competition Tribunal approved the transaction. As of May 29, 2018, US antitrust authorities conditionally approved the deal. As of June 5, 2018, the Mexican competition authorities conditionally approved the transaction. As of June 7, 2018, Chile’s competition watchdog has conditionally approved the transaction. The transaction is now expected to be completed in the second quarter of 2018. As of June 4, 2018, Bayer plans to complete the acquisition on June, 7, 2018, following the receipt of all required approvals from regulatory authorities. Lars Andersson and Tom Miles of Morgan Stanley & Co. and Michael Kramer of Ducera Partners acted as financial advisors, and David Lam and Eric Robinson of Wachtell, Lipton, Rosen & Katz is acted as legal advisors to Monsanto. Holgar Bross, Ivan Farman, Matthias Konrad, Simon Ives and Roy Wouters of Merrill Lynch, Credit Suisse and Martin Reitz, Bartosz Kurkowski, Jan Mertens, Stefan Albrecht, Christian Kolodinski and James Ben of Rothschild acted as financial advisors to Bayer and for financing of the transaction. Neil George Weiand, Thomas Neubaum, Urs Lewens, Nicholas Clark, George Link, Hans Diekmann, Oliver Seiler, Marcus Helios and Stephen Mathews of Allen & Overy acted as legal advisors for financing the transaction for Bayer. David Harris of Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor for Bayer. Sullivan & Cromwell LLP acted as legal advisor for Bayer. Bettina Steinhauer, Barbara Mayer-Trautmann, Jay Gavigan, John Healy, Andrew Young, Mattias von Buttlar and Susan Ke of Clifford Chance acted as legal advisors for the lenders. Paul Collins, Susan Huttan, Michael Laskey and Megan MacDonald of Stikeman Elliott LLP acted as legal advisors to Bayer. Thomas Dunn and Mark Greene of Cravath, Swaine & Moore LLP acted as legal advisors to Morgan Stanley. Paul, Weiss, Rifkind also acted as legal advisor for Monsanto. Mark P. Goodman, Jeffrey J. Rosen and Elliot Greenfield of Debevoise & Plimpton LLP acted as legal advisors for Board of Monsanto. Arnold & Porter LLP, Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisors to Monsanto. Mohit Saraf, Sundeep Dudeja, Amit Shetye, G R Bhatia, Abdullah Hussain and Kanika Chaudhary Nayar of Luthra & Luthra acted as legal advisors to Bayer. Monsanto will pay Morgan Stanley a fee of $24 million upon the announcement of the merger, $24 million upon a shareowner vote to approve the merger, and $72 million prior to closing of the merger. In case the transaction is terminated, Monsanto will instead pay Morgan Stanley a fee of $96 million if the merger is terminated and Monsanto receives the termination fee. If the merger is terminated and Monsanto does not receive the termination fee, Monanto will pay Morgan Stanley a total of $48 million. Monsanto agreed to pay Ducera an opinion fee of $10 million, paid upon delivery of its opinion letter (ii) a fee of $35 million, contingent upon the closing of the merger, or $28 million in case of termination of the agreement and Monsanto receives termination fee. Morrow Sodali acted as information agent for Monsanto and will be paid $0.065 million as fee. Institutional Shareholder Services Inc. and Glass, Lewis & Co. LLC acted as proxy advisors and recommended that Monsanto shareowners to vote for merger. J.P. Morgan assisted Bayer with processing the purchase price payment. John D. Bodrug and Elisa Kearney of Davies Ward Phillips & Vineberg acted as legal advisor to Mosanto Company. Spencer Klein, Dario de Martino, Jeff Bell and Joe Sulzbach of Morrison & Foerster LLP acted as legal advisor to Bayer.