• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

Now worth $200 million, Sarah Jessica Parker credits being ‘one of eight kids that struggled financially’ for her hunger, ambition, and work ethic

2

The Pentagon said Iran War costs $29 billion, but the real cost is closer to $200 billion—and counting

3

Amazon's record Prime Day masks a darker truth: Americans are spending more and getting less

1

Now worth $200 million, Sarah Jessica Parker credits being ‘one of eight kids that struggled financially’ for her hunger, ambition, and work ethic

2

The Pentagon said Iran War costs $29 billion, but the real cost is closer to $200 billion—and counting

3

Amazon's record Prime Day masks a darker truth: Americans are spending more and getting less
LeadershipBayer

How Four Words Rewrote Bayer-Monsanto Deal Script

By
Reuters
Reuters
Down Arrow Button Icon
By
Reuters
Reuters
Down Arrow Button Icon
May 28, 2016, 3:52 PM ET
A Monsanto logo is pictured in the company headquarters in Morges
A Monsanto logo is pictured in the company headquarters in Morges, Switzerland, May 25, 2016. REUTERS/Denis BalibouseDENIS BALIBOUSE
Add Fortune on Google for similar content.

“There is nothing there.”

Monsanto President Brett Begemann uttered those words last week to a small group of investors and a Reuters reporter when asked how the world’s largest seed company he helps lead might fit with German drugs and crop chemicals group Bayer AG.

Those four words, said on the sidelines of a New York conference, set off a series of events leading to the disclosure of Bayer’s confidential, $62 billion bid for Monsanto, the largest all-cash corporate takeover offer on record.

Bayer had sent a confidential acquisition proposal to Monsanto (MON) on May 10. Media reports surfaced two days later that Bayer (BAYN) was considering a bid.

Initially, neither company would comment on whether any talks were taking place—a common practice for many corporations that prefer to negotiate deals in private and only tell Wall Street if they manage to come to terms.

For more on the deal that wasn’t, watch:

But Begemann appeared to go a step further than simply declining to comment at the May 18 conference. Monsanto’s securities lawyer was concerned that his reply could be interpreted as a denial that any talks were going on, according to a person with knowledge of the situation.

The U.S. Securities and Exchange Commission has strict disclosure rules to protect investors from being misled by companies. To avoid triggering SEC scrutiny, according to the source, Monsanto issued a statement a few hours after Begemann’s comment to acknowledge that Bayer had approached the company about a possible takeover.

Bayer soon followed with its own statement. The negotiations have since been subject to intense investor scrutiny that has weighed on Bayer’s deliberations over how much it can pay, according to sources with knowledge of the talks.

The SEC declined to comment on whether it is looking into Begemann’s remark.

Monsanto and Bayer also declined to comment, and Monsanto did not make Begemann available for comment. His remark was characterized by sources close to Monsanto as an “honest mistake.”

Begemann came “close to a violation but probably not enough” for the SEC to bring a case, because his answer was open to interpretation, said Peter Henning, a law professor at Wayne State University in Michigan.

Begemann’s statement could be interpreted to mean that Monsanto and Bayer had not come to a definitive agreement, Henning added.

Bayer Rejects EPA Request to Pull Insecticide From U.S. Market

Bayer shares, which fell modestly after the initial media reports, dropped as much as 10% the day after the company confirmed the takeover approach, as investors fretted over the impact of such an acquisition on its strategy and balance sheet. Some of Bayer shareholders spoke out against doing a deal.

To address those investor concerns, Bayer on Monday unveiled the terms: It had offered $62 billion in cash for Monsanto, and it would finance 25% of the bid primarily through a rights offering that would dilute existing shareholders.

Before Monsanto publicly responded, Bayer embarked on a highly unusual investor charm offensive, launching a website and holding presentations. Chief Executive Werner Baumann also gave several media interviews.

“Because of the Monsanto President’s remark, Bayer’s CEO now has to fight a battle on two fronts, negotiating a deal with Monsanto while also trying to keep his shareholders onboard,” said Erik Gordon, a professor at the University of Michigan’s Ross School of Business.

“It can be an easier pitch to investors when they know they can no longer influence negotiations, and a deal is presented as fait accompli,” he said.

On Tuesday, Monsanto rejected Bayer’s offer but agreed to hold further talks with Bayer to see if they can agree on better terms. The two companies will now try to carry out negotiations privately, without making further statements until there is an outcome, according to the sources.

Bayer CEO: ‘This Was the Best Lesson Ever’

Though the negotiations continued after Begemann’s comments, some sources close to Bayer said the company felt more restricted on how much more money it can offer Monsanto, given the investor feedback it received. By Friday, Bayer shares ended down 11% from where they were before Monsanto disclosed the approach.

To be sure, overcoming such challenges is possible.

“Sophisticated investors understand that deal premiums need to be evaluated” against the stock price before news of negotiations break, said Steven Scheinfeld, global chair of the corporate department of law firm Fried, Frank, Harris, Shriver & Jacobson LLP in New York.

Even transactions that have become public often get to the finish line, he added.

The fact that Monsanto’s shares were trading at around $110—significantly below Bayer’s $122 offer price due to uncertainty about the deal—is in Bayer’s favor. Monsanto shares were at $97 before Bayer disclosed its offer.

Some Bayer shareholders have been positive about the deal. For example, Royal London Asset Management said that the German company’s bid for Monsanto made sense strategically, and that, as a shareholder, it would support a deal if it was priced at around $130-$135 per share.

About the Author
By Reuters
See full bioRight Arrow Button Icon
Add Fortune on Google for similar content.

Latest in Leadership

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in Leadership

A 6 year study shows which CEOs are pushing RTO mandates: The ones with the biggest egos
NewslettersCEO Daily
A 6 year study shows which CEOs are pushing RTO mandates: The ones with the biggest egos
By Claire ZillmanJune 25, 2026
50 minutes ago
Jen Wong, chief operating officer at Reddit, speaks during the OMR digital and marketing trade fair
Big TechReddit
Reddit COO targets 1 billion users as internet’s ‘odd duck’ aims for new heights
By Sam BirchallJune 25, 2026
2 hours ago
Ikea’s billionaire founder was so frugal that he bought clothes from flea markets and took free salt and pepper from restaurants
SuccessBillionaires
Ikea’s billionaire founder was so frugal that he bought clothes from flea markets and took free salt and pepper from restaurants
By Orianna Rosa RoyleJune 25, 2026
4 hours ago
Fortune 500 bosses demanding staff return to the office share one trait: narcissism, research finds
C-SuiteLeadership
Fortune 500 bosses demanding staff return to the office share one trait: narcissism, research finds
By Claire ZillmanJune 25, 2026
4 hours ago
MacKenzie Scott alone accounted for one-third of America’s $19.2 billion in megagifts last year
SuccessMacKenzie Scott
MacKenzie Scott alone accounted for one-third of America’s $19.2 billion in megagifts last year
By Sydney LakeJune 25, 2026
4 hours ago
A college graduate in regalia rests his chin in his hand.
Future of WorkGen Z
Gen Z graduates are blaming AI for their unemployment woes when they should be looking somewhere else
By Sasha RogelbergJune 25, 2026
4 hours ago

Most Popular

Now worth $200 million, Sarah Jessica Parker credits being ‘one of eight kids that struggled financially’ for her hunger, ambition, and work ethic
Success
Now worth $200 million, Sarah Jessica Parker credits being ‘one of eight kids that struggled financially’ for her hunger, ambition, and work ethic
By Orianna Rosa RoyleJune 24, 2026
1 day ago
The Pentagon said Iran War costs $29 billion, but the real cost is closer to $200 billion—and counting
Economy
The Pentagon said Iran War costs $29 billion, but the real cost is closer to $200 billion—and counting
By Jacqueline MunisJune 24, 2026
1 day ago
Amazon's record Prime Day masks a darker truth: Americans are spending more and getting less
Retail
Amazon's record Prime Day masks a darker truth: Americans are spending more and getting less
By Nick LichtenbergJune 24, 2026
20 hours ago
After forcing workers back to the office, Goldman Sachs and JPMorgan Chase are now letting their staff work remotely—but only for the World Cup
Success
After forcing workers back to the office, Goldman Sachs and JPMorgan Chase are now letting their staff work remotely—but only for the World Cup
By Orianna Rosa RoyleJune 23, 2026
2 days ago
Ray Dalio just finished a 10-day trip to China. He says global leaders know America ‘doesn’t have what it takes to fight to maintain its empire’
Asia
Ray Dalio just finished a 10-day trip to China. He says global leaders know America ‘doesn’t have what it takes to fight to maintain its empire’
By Nick LichtenbergJune 24, 2026
22 hours ago
Trump’s international student crackdown kicked off a domino effect that could shave nearly $500 billion off the economy
Economy
Trump’s international student crackdown kicked off a domino effect that could shave nearly $500 billion off the economy
By Tristan BoveJune 24, 2026
17 hours ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.