Bayer has reached agreement with Prof. Christian Strenger, a stockholder of the company, on a voluntary special audit of due diligence procedures. The agreement provides, among other things, for Prof. Dr. Hans-Joachim Böcking of the University of Frankfurt to review Bayer’s existing specifications and requirements for conducting due diligence on major M&A transactions in the future and summarize them in a report. Bayer will publish Böcking’s report on its website by the end of March and thus prior to the 2020 Annual Stockholders’ Meeting.
Monsanto
It has also been agreed that lawyer Dr. Ralph Wollburg of Linklaters and Prof. Dr. Mathias Habersack of the University of Munich will issue more detailed statements about the legal opinions they prepared at the end of 2018 and in early 2019 concerning the duties of the Board of Management in relation to the Monsanto acquisition. In their respective statements, these experts explain how they reached the conclusion 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. These statements will also be published on the Bayer website.
In addition, the opinions that Bayer’s Board of Management 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 have been independently reviewed. 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. The decisions made by Bayer’s Board of Management in connection with the acquisition of Monsanto were partly based on these opinions. Irwin’s statement will also be published on the Bayer website.
No special audit regarding glyphosate litigation
Strenger had put forward a motion at the company’s Annual Stockholders’ Meeting on April 26, 2019, that a special audit be conducted to examine whether, in connection with the acquisition of Monsanto, the Board of Management and Supervisory Board had acted in accordance with their duties regarding the glyphosate litigation since the start of fiscal 2018. With 25.7 percent of shareholders supporting the motion, it failed to gain majority approval.