Tuesday - March 24, 2020

Bayer’s due diligence procedures for M&A transactions are appropriate, special audit confirms

Leverkusen, March 24, 2020 – The voluntary special audit at Bayer AG has been completed following the presentation of the review report by Prof. Dr. Hans-Joachim Böcking of the Goethe University, Frankfurt, and has yielded a positive outcome for the company. The purpose of the audit, which was conducted on the basis of recent projects, was to evaluate the appropriateness of the company’s internal specifications and requirements for material M&A transactions in the future. In his review report published on Tuesday, Böcking finds that Bayer’s internal specifications and requirements for conducting due diligence in material M&A transactions are appropriate. He also confirms that numerous internal reporting lines through which employees tasked with due diligence investigations for material M&A transactions can communicate right up to top management level exist to an appropriate extent, and that the M&A transactions, the related procedures and reporting lines are monitored.

“Bayer allowed me deep insight into the organization and provided extensive documentation,” said Böcking. “Based on a careful and thorough assessment and evaluation of the documents submitted to me and the information I was given, I conclude that the specifications, requirements and reporting lines that I reviewed are appropriate for material M&A transactions.”

In Bayer’s opinion the outcome of the voluntary special audit attests to the company’s very high standards. “Prof. Böcking’s report on Bayer’s M&A procedures provides impressive proof that our company works with maximum professionalism and care,” said Supervisory Board Chairman Werner Wenning.

In addition to the special audit itself, Böcking made various recommendations for further improving the existing due diligence procedures and reporting lines. Bayer has picked up on these recommendations and implemented some of them already.

Bayer had reached agreement with Prof. Christian Strenger, a stockholder of the company, that a voluntary special audit be performed. The resulting report by Prof. Böcking concludes the voluntary special audit and is available to read on the Bayer website.

Also available there are the more detailed statements issued by lawyer Dr. Ralph Wollburg of Linklaters and Prof. Dr. Mathias Habersack of the Ludwig Maximilian University of Munich about their legal opinions in which they concluded that Bayer’s Board of Management had acted with due care in every respect and in compliance with its obligations under stock corporation law when making its decisions regarding the Monsanto acquisition. Also posted on the company’s website is the independent review of opinions obtained from a leading U.S. law firm prior to the acquisition of Monsanto concerning potential litigation risks associated with glyphosate and the Roundup™ products containing this active ingredient. In his review, U.S. lawyer James B. Irwin comes to the conclusion that these opinions thoroughly address and appropriately assess potential risks in accordance with professional standards.

About Bayer
Bayer is a global enterprise with core competencies in the life science fields of health care and nutrition. Its products and services are designed to benefit people by supporting efforts to overcome the major challenges presented by a growing and aging global population. At the same time, the Group aims to increase its earning power and create value through innovation and growth. Bayer is committed to the principles of sustainable development, and the Bayer brand stands for trust, reliability and quality throughout the world. In fiscal 2019, the Group employed around 104,000 people and had sales of 43.5 billion euros. Capital expenditures amounted to 2.9 billion euros, R&D expenses to 5.3 billion euros. For more information, go to www.bayer.com.

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.

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