Monsanto world headquarters complex in St. Louis, Mo. (Credit: wellesenterprises/iStockphoto.com)
Roughly a half-dozen large law firms—including a new antitrust team recruited by Paul, Weiss, Rifkind, Wharton & Garrison—are advising on Bayer AG’s $66 billion acquisition of Monsanto Co., maker of the herbicide Roundup. The proposed deal, announced Wednesday, is the largest all-cash transaction in history.
Five big firms—led by Wachtell, Lipton, Rosen & Katz, Sullivan & Cromwell and Allen & Overy—were initially tapped to handle the work related to Bayer’s initial $62 billion bid for Monsanto. The St. Louis-based target, which rejected that offer this summer, came around after Bayer raised its purchase price by 5 percent.
The current deal, which includes at least $57 billion in cash, is valued at $66 billion after including assumed Monsanto debt.
Matthew Hurd, a Sullivan & Cromwell corporate partner in New York and co-head of the firm’s health care and life sciences group, is leading a team advising Bayer. The German chemical and pharmaceutical giant has been a longtime Sullivan & Cromwell client, having turned to the firm to advise on its $14.2 billion carve-out of Merck & Co.’s consumer care division in 2014. (Hurd, who did not respond to a request for comment Wednesday, was named an American Lawyer Dealmaker of the Year for his work on that transaction.)
Other Sullivan & Cromwell lawyers advising Bayer on its landmark acquisition include M&A partners Eric Krautheimer and Carsten Berrar, executive compensation partner Matthew Friestedt and special counsel J. Michael Snypes Jr., tax partner Ronald Creamer Jr., finance partner S. Neal McKnight, regulatory partner Eric Kadel Jr., antitrust partners Steven Holley and Juan Rodriguez, antitrust special counsel Bradley Smith and European counsel Axel Beckmerhagen, IP special counsel Spencer Simon, environmental special counsel Matthew Brennan and associates Jason Anderson, Polina Demina, Patrick Gorman, Dustin Guzior, Benjamin Kent, Kristen Klein, Eric Lopata, Tyler Rosenbaum, Evan Simpson and RuiHui Yu.
Allen & Overy is serving as finance counsel to Bayer through senior partner Neil Weiand in Frankfurt. Other lawyers from the Magic Circle firm working on the matter include finance partners Nicholas Clark, George Link and Thomas Neubaum, corporate partners Hans Diekmann and Stephen Mathews, capital markets partner Oliver Seiler, tax partner Marcus Helios and senior associate Urs Lewens. Diekmann left Shearman & Sterling in 2013—after the firm closed two offices in Germany—and joined Allen & Overy’s Düsseldorf office.
Shearman & Sterling is counsel to Credit Suisse AG and Bank of America/Merrill Lynch in their role as financial advisers to Bayer on its bid for Monsanto. Creighton Condon, senior partner at Shearman & Sterling, is leading a team from the firm that includes M&A partners Clare O’Brien and Thomas König, of counsel and veteran German transactional lawyer Georg Thoma and associates Philipp Jaspers and Derrick Lott.
German legal publication Juve reports that Jan Heinemann, head of legal M&A at Bayer, is leading an in-house team for the acquirer that includes head of corporate law Stephan Semrau, finance and capital markets counsel Martin Eisenhauer, M&A counsel Thomas Reuter, senior competition counsel Paul Fort and Bayer Crop Science general counsel Gerhart Marchand. Bayer’s global general counsel is Gabriel Harnier, while Lars Benecke serves as legal chief for the company’s Pittsburgh-based U.S. arm.
Monsanto, which in 2015 was unsuccessful in its efforts to close on a $45.2 billion merger with Switzerland’s Syngenta AG, has enlisted its own high-powered outside legal team to help finalize its deal with Bayer. The transaction, which includes a $2 billion breakup fee to be paid by Bayer if it falls through, must pass muster with an array of regulatory bodies in various jurisdictions.
Leading the way on the M&A side for Monsanto are Wachtell of counsel Eric Robinson, corporate partner David Lam, executive compensation partner David Kahan, finance partner Eric Rosof and tax partner Jodi Schwartz. Wachtell associates Katherine Chasmar, Neil Chatani, Michael Schobel, John Sobolewski, Mark Stagliano, David Sturgeon and Sehj Vather are also working on the deal. Debevoise & Plimpton litigation partner Mark Goodman, corporate chair Jeffrey Rosen and civil litigation counsel Elliot Greenfield are serving as independent advisers to Monsanto’s board of directors.
Monsanto’s regulatory roster includes lawyers from four other firms. Arnold & Porter is serving as lead antitrust counsel to the company through antitrust chair Jonathan Gleklen and partners Peter Levitas, Barbara Wootton and Tim Frazer. Juve reports that Wilmer Cutler Pickering Hale and Dorr antitrust partner Molly Boast—who joined the firm in 2011 after serving as a deputy assistant attorney general in the U.S. Department of Justice’s antitrust division—is advising Monsanto on regulatory matters from Washington, D.C.
Also lining up for Monsanto are Paul Hastings antitrust partner M.J. Moltenbrey, who joined the firm from Dewey & LeBoeuf in 2012, and Paul Weiss antitrust co-chair Charles “Rick” Rule, partner Jonathan Kanter and associate Mark Meador. All three Paul Weiss lawyers joined the firm last month as part of a high-profile defection from Cadwalader, Wickersham & Taft.
Rule and Moltenbrey have both previously handled antitrust matters for Monsanto. Cadwalader; Paul Hastings, Arnold & Porter and Wilmer were also signatories to a 2015 white paper put out by Monsanto outlining why the company’s proposed acquisition of Syngenta should not trigger antitrust scrutiny. Records on file with the U.S. Senate show that Wilmer terminated its lobbying contract with Monsanto to advise on “international agribusiness transactional issues” in October 2015. The firm took in $250,000 for its four months of Syngenta-related work. (After rebuffing Monsanto, Syngenta reached a $43 billion deal earlier this year to be acquired by China National Chemical Corp.)
Another Am Law 100 firm handling lobbying matters for Monsanto is Akin Gump Strauss Hauer & Feld, which Senate filings show has received $200,000 from the company through the first two quarters of this year to advise on issues related to the Defend Trade Secrets Act of 2015, U.S. regulatory approval of agricultural products and the regulation of biotechnology products in India.
Monsanto, whose general counsel is David Snively, expects its proposed merger with Bayer to close by the end of 2017. If approved by regulators, the deal will create the world’s largest agrichemical company and a market leader in the sale of genetically-modified crops, seeds and pesticides. The transaction is also the largest-ever involving a Germany company. The name of a Bayer-Monsanto combined entity has not yet been revealed.
Lender banks financing the union are being advised by London-based legal giants Clifford Chance and Linklaters, according to Juve.