Case 3:20-cv-04737-RS Document 1 Filed 07/15/20 Page 1 of 27
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`BERNSTEIN LITOWITZ BERGER
` & GROSSMANN LLP
`JONATHAN D. USLANER (Bar No. 256898)
`(jonathanu@blbglaw.com)
`2121 Avenue of the Stars, Suite 2575
`Los Angeles, CA 90067
`Tel:
`(310) 819-3470
`Counsel for Plaintiffs City of Grand Rapids
`General Retirement System and City of Grand
`Rapids Police & Fire Retirement System
`[Additional counsel appear on signature page.]
`
`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF CALIFORNIA
`
`Case No. 3:20-cv-04737
`COMPLAINT FOR VIOLATIONS OF
`THE FEDERAL SECURITIES LAWS
`CLASS ACTION
`DEMAND FOR JURY TRIAL
`
`CITY OF GRAND RAPIDS GENERAL
`RETIREMENT SYSTEM AND CITY OF
`GRAND RAPIDS POLICE & FIRE
`RETIREMENT SYSTEM, on behalf of
`themselves and all others similarly situated,
`Plaintiffs,
`
`v.
`BAYER AKTIENGESELLSCHAFT,
`WERNER BAUMANN, WERNER
`WENNING, LIAM CONDON, JOHANNES
`DIETSCH, and WOLFGANG NICKL,
`Defendants.
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`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
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`Plaintiffs City of Grand Rapids General Retirement System and City of Grand Rapids
`Police & Fire Retirement System (“Plaintiffs”), by and through their counsel, allege the following
`upon information and belief, except as to those allegations concerning Plaintiffs, which are alleged
`upon personal knowledge. Plaintiffs’ information and belief are based upon, inter alia, counsel’s
`investigation, which included review and analysis of: (i) documents filed publicly by Bayer
`Aktiengesellschaft (“Bayer” or the “Company”) with the United States Securities and Exchange
`Commission (“SEC”) and other regulators; (ii) press releases, presentations, and media reports
`issued and disseminated by the Company; (iii) analyst and media reports concerning Bayer; (iv)
`transcripts of Bayer’s investor conference calls; and (v) other public information regarding the
`Company.
`I.
`INTRODUCTION
`1.
`This securities class action is brought on behalf of all persons or entities that
`purchased or otherwise acquired Bayer American Depositary Receipts (“ADRs”) between May
`23, 2016 and March 19, 2019, inclusive (the “Class Period”). The claims asserted herein are
`alleged against Bayer and certain of the Company’s current and former senior executives
`(collectively, “Defendants”), and arise under Sections 10(b) and 20(a) of the Securities Exchange
`Act of 1934 (the “Exchange Act”) and Rule 10b-5, promulgated thereunder.
`2.
`Headquartered in Leverkusen, Germany, Bayer is a multinational pharmaceutical
`and life science company. On May 23, 2016, Bayer announced that it had made an unsolicited all-
`cash offer to acquire Monsanto Company (“Monsanto”), a provider of agricultural chemicals and
`other products based in St. Louis, Missouri. After a protracted regulatory approval process, on
`June 7, 2018, Bayer completed its all-cash acquisition of Monsanto for $128 per share, or $63
`billion including debt (the “Acquisition”), representing a 44% premium to Monsanto’s share price
`on May 9, 2016—the day prior to Bayer’s first written proposal to acquire Monsanto.
`3.
`Before the Acquisition, Monsanto aggressively marketed and sold its flagship weed
`killer product, Roundup. Roundup is the most widely used weed killer around the world, which
`generated nearly $5 billion in annual revenue for Monsanto. The active ingredient in Roundup is
`glyphosate, a toxic chemical long suspected of causing cancer, including non-Hodgkin’s
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`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
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`lymphoma—a lethal blood cancer.
`4.
`In March 2015, more than one year prior to Bayer’s initial May 2016 offer to
`acquire Monsanto, the International Agency for Research on Cancer (“IARC”), an arm of the
`World Health Organization (“WHO”), found that there was strong evidence of an association
`between exposure to glyphosate and non-Hodgkin’s lymphoma and concluded that glyphosate was
`“probably carcinogenic to humans.”
`5.
`In early 2016, after the IARC classified glyphosate as “probably carcinogenic to
`humans,” numerous lawsuits were filed against Monsanto by cancer-stricken plaintiffs, alleging
`that exposure to Monsanto’s glyphosate-based weed killer, Roundup, had caused their cancer and
`that Monsanto failed to warn the public about the chemical’s toxic effects. One of the first
`Roundup cancer lawsuits brought against Monsanto was filed on January 26, 2016, in the Superior
`Court of the State of California for the County of San Francisco. See Johnson v. Monsanto Co.,
`No. CGC-16-550128 (Cal. Super. Ct., Cnty. of S.F.) (the “Johnson Case”). Days later, on February
`1, 2016, the first federal Roundup lawsuit was filed against Monsanto in the U.S. District Court
`for the Northern District of California. See Hardeman v. Monsanto Co., No. 3:16-cv-525 (N.D.
`Cal.) (the “Hardeman Case”). Many more lawsuits followed.
`6.
`On April 8, 2016, the Judge in the Hardeman Case refused to dismiss the lawsuit,
`giving rise to a wave of new lawsuits that flooded courts across the country. In October 2016,
`after dozens more lawsuits were filed in federal courts, the Judicial Panel on Multidistrict
`Litigation consolidated these cases in the MDL No. 2741. These cases have been centralized in
`the Northern District of California, overseen by the Honorable Judge Vince Chhabria. See In re
`Roundup Prods. Liab. Litig., No. 3:16-md-2741-VC (N.D. Cal.).
`7.
`In March 2017, the Environmental Protection Agency (“EPA”) of California—a
`large agricultural state and vast market for Monsanto’s Roundup product—adopted the IARC’s
`classification of glyphosate as a probable carcinogen. In July 2017, the State of California added
`glyphosate to its list of chemicals known to cause cancer.
`8.
`As a result of the March 2015 WHO study classifying glyphosate as “probably
`carcinogenic to humans” and the California EPA’s classification of glyphosate as “a known
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`carcinogen,” individuals alleging that Roundup caused personal injury, including cancer, had a
`greatly enhanced ability to sue Monsanto. These findings provided support for the causation
`element necessary for the Roundup cancer suits to succeed at trial and the number of Roundup
`lawsuits filed against Monsanto continued to surge.
`9.
`On September 14, 2016, Bayer entered into an agreement to purchase all of
`Monsanto’s shares for $128 per share, representing a 44% premium over Monsanto’s closing share
`price on May 9, 2016. Due to a lengthy regulatory approval process, the Acquisition was not
`completed until nearly two years later.
`10.
`By June 2018, when Bayer finally consummated the Acquisition, not only had
`thousands of personal injury lawsuits related to Roundup exposure been filed against Monsanto,
`but plaintiffs in several of the first Roundup cancer cases had survived motions to dismiss, obtained
`damaging discovery, and fended off challenges to expert testimony and pretrial motions. Indeed,
`around the same time, the Johnson Case was the first of the Roundup cancer cases set to go to trial.
`Despite the significant liability risks related to Monsanto’s Roundup product, Bayer forged ahead
`and acquired Monsanto for $63 billion in cash—the largest acquisition in German corporate
`history—which the Company financed, in large part, with newly assumed debt.
`11.
`Throughout the Class Period, Defendants touted the Acquisition as “a compelling
`transaction for shareholders” that would create “significant value” by generating “stronger growth,
`better profitability, and a more resilient business profile.” Defendants also highlighted that the
`combined business has “the potential to command a premium valuation” and assured investors that
`the Acquisition “will translate into attractive financial benefits for Bayer and its shareholders.”
`Defendants specifically downplayed the liability risks related to Monsanto’s Roundup product,
`emphasizing that Bayer conducted a “thorough analysis” during the due diligence process and
`“undertook appropriate due diligence of litigation and regulatory issues throughout the process”
`which led Bayer to finalize the Acquisition. These and similar statements made by Defendants
`during the Class Period were false and misleading. In truth, Defendants knew or recklessly
`disregarded that the Acquisition would not result in the benefits for Bayer that Defendants had
`represented, due to Monsanto’s significant exposure to liability risk related to Roundup. As a
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`result of Defendants’ misrepresentations, Bayer ADRs traded at artificially inflated prices during
`the Class Period.
`12.
`The truth began to emerge on August 10, 2018, when a jury in the Johnson Case
`found unanimously that Monsanto’s glyphosate-based Roundup weed killer was a “substantial
`factor” in causing the plaintiff to develop non-Hodgkin’s lymphoma and that Monsanto knew, or
`should have known, the risks associated with exposure to the chemical and failed to warn of this
`severe health hazard. The jury also found that Monsanto acted with “malice or oppression” and
`should be punished for its conduct. Accordingly, the jury ordered Monsanto to pay $39 million in
`compensatory damages and $250 million in punitive damages. On this news, the price of Bayer
`ADRs declined over 11%, from $26.59 per ADR to $23.59 per ADR.
`13.
`On October 22, 2018, although the court in the Johnson Case reduced the award of
`punitive damages from $250 million to $39 million to match the compensatory damages awarded
`to the plaintiff, the court otherwise denied Monsanto’s motion for judgment notwithstanding the
`verdict and Monsanto’s motion for a new trial, and upheld the jury’s verdict, ruling that “there is
`no legal basis to disturb the jury’s determination that plaintiff’s exposure to [glyphosate-based
`herbicides] was a substantial factor in causing his [non-Hodgkin’s lymphoma].” On this news, the
`price of Bayer ADRs declined nearly 9%, from $22.00 per ADR to $20.10 per ADR.
`14.
`Then, on March 19, 2019, a jury in the Hardeman Case—the first federal Roundup
`cancer lawsuit to proceed to trial—issued a verdict on causation in phase one of the bifurcated
`trial, finding that plaintiff’s “exposure to Roundup was a substantial factor in causing his non-
`Hodgkin’s lymphoma.” On this news, the price of Bayer ADRs declined over 9%, from $19.67
`per ADR to $17.85 per ADR.
`II.
`JURISDICTION AND VENUE
`15.
`The claims asserted herein arise under Sections 10(b) and 20(a) of the Exchange
`Act (15 U.S.C. §§ 78j(b) and 78t(a)), and Rule 10b-5 promulgated thereunder (17 C.F.R. §
`240.10b-5). This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C.
`§§ 1331 and 1337, and Section 27 of the Exchange Act (15 U.S.C. § 78aa).
`16.
`Venue is proper in this District pursuant to Section 27 of the Exchange Act (15
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`U.S.C. § 78aa) and 28 U.S.C. § 1391(b). Bayer transacts business in California, including in this
`District. In connection with the acts alleged in this Complaint, Defendants, directly or indirectly,
`used the means and instrumentalities of interstate commerce, including, but not limited to, the
`mails, interstate telephone communications, and the facilities of the national securities markets. In
`addition, related actions filed against Monsanto in connection with its glyphosate-based herbicide
`Roundup have been consolidated and are currently pending in this District. The Judicial Panel on
`Multidistrict Litigation selected the Northern District of California as the appropriate transferee
`district for these cases because “[t]wo of the earliest-filed and most procedurally advanced actions
`are pending in this district” and the Northern District of California “is both convenient and easily
`accessible for all parties . . . and has the necessary judicial resources and expertise to efficiently
`manage this litigation.” See Transfer Order at 2, In re Roundup Prods. Liab. Litig., No. 16-md-
`2741-VC (N.D. Cal.), ECF No. 1; see also Hardeman, No. 3:16-cv-525.
`III.
`PARTIES
`17.
`Plaintiffs are public pension funds that provide retirement and other benefits to
`active and retired public employees, police officers, and firefighters in the City of Grand Rapids,
`Michigan. As indicated on the certifications submitted herewith, Plaintiffs purchased Bayer ADRs
`at artificially inflated prices during the Class Period and suffered damages as a result of the
`violations of the federal securities laws alleged herein.
`18.
`Defendant Bayer is a multinational pharmaceutical and life science company.
`Incorporated under the laws of Germany, the Company maintains its corporate headquarters in
`Leverkusen, Germany. As explained on Bayer’s website, ADRs “are a U.S. dollar-denominated
`form of equity ownership in a non-U.S. company” and “are an instrument used widely by non-
`U.S. companies to offer and trade their shares conveniently and efficiently in the U.S. equity
`markets.” Bayer ADRs represent Bayer ordinary shares and as of September 20, 2017, when Bayer
`performed an ADR ratio change, four Bayer ADRs correspond to one Bayer ordinary share. Bayer
`ADRs are registered by Bayer with the SEC on Form F-6 and are issued by a U.S. bank, The Bank
`of New York Mellon, acting as depositary. Since September 27, 2007, Bayer ADRs have traded
`in the U.S. over-the-counter market under ticker symbol “BAYRY.”
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`Defendant Werner Baumann (“Baumann”) has served as Bayer’s Chief Executive
`19.
`Officer and Chairman of the Company’s Board of Management since May 1, 2016.
`20.
`Defendant Werner Wenning (“Wenning”) served as the Chairman of Bayer’s
`Supervisory Board from October 1, 2012 until April 28, 2020.
`21.
`Defendant Liam Condon (“Condon”) has served as President of Bayer’s Crop
`Science Division and a member of the Company’s Board of Management since January 1, 2016.
`22.
`Defendant Johannes Dietsch (“Dietsch”) served as Bayer’s Chief Financial Officer
`(“CFO”) from October 1, 2014 until May 31, 2018, and as a member of the Company’s Board of
`Management from September 1, 2014 until May 31, 2018.
`23.
`Defendant Wolfgang Nickl (“Nickl”) has served as Bayer’s CFO since June 1,
`2018, and as a member of the Company’s Board of Management since April 26, 2018.
`24.
`Defendants Baumann, Wenning, Condon, Dietsch, and Nickl are collectively
`referred to hereinafter as the “Individual Defendants.” The Individual Defendants, because of their
`positions with Bayer, possessed the power and authority to control the contents of the Company’s
`reports, press releases, and presentations to securities analysts, money and portfolio managers, and
`institutional investors. Each of the Individual Defendants was provided with copies of the
`Company’s reports, presentations, and press releases alleged herein to be misleading prior to, or
`shortly after, their issuance and had the ability and opportunity to prevent their issuance or cause
`them to be corrected. Because of their positions and access to material non-public information
`available to them, each of the Individual Defendants knew that the adverse facts specified herein
`had not been disclosed to, and were being concealed from, the public, and that the positive
`representations which were being made were then materially false and/or misleading.
`IV.
`BACKGROUND
`25.
`In March 2015, more than one year prior to Bayer’s May 2016 initial offer to
`acquire Monsanto, the WHO classified glyphosate, the active ingredient in Monsanto’s flagship
`weed killer product, Roundup, as “probably carcinogenic to humans.”
`26.
`In early 2016, there was a surge of personal injury lawsuits filed against Monsanto
`by individuals alleging that Roundup had caused their cancer.
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`27. When Bayer completed its acquisition of Monsanto in June 2018, the Company
`faced thousands of personal injury lawsuits relating to Roundup exposure and plaintiffs in several
`of the first of these cases had already survived motions to dismiss, obtained damaging discovery,
`and fended off challenges to expert testimony and pretrial motions.
`V.
`DEFENDANTS’ MATERIALLY FALSE AND MISLEADING
`STATEMENTS CAUSE SUBSTANTIAL LOSSES TO INVESTORS
`
`The Class Period begins on May 23, 2016, when the Company issued a press release
`28.
`announcing that Bayer had made an unsolicited all-cash offer to acquire Monsanto for $122 per
`share, representing a 37% premium over Monsanto’s closing share price on May 9, 2016—the day
`before Bayer presented its first written offer to Monsanto. The press release described the
`Acquisition as having “[c]ompelling value-creation potential” and touted it as a “compelling
`opportunity to create a global agriculture leader.” In the press release, Defendant Baumann is
`quoted as saying that the Acquisition would generate “substantial value” for Bayer’s shareholders.
`29.
`That same day, the Company held two investor conference calls to discuss its offer
`to acquire Monsanto. During the first conference call, Defendant Baumann stated that “we expect
`to create substantial value for our shareholders” and described Monsanto as “an extraordinary fit
`and a major advance for us.” Defendant Dietsch stated that the Acquisition “would have a positive
`impact on our earnings and margin development” and “we are convinced that the combined
`business should be able to claim a premium valuation.” In discussing the merits of the transaction,
`Defendant Baumann described the Acquisition as “a highly attractive value proposition” that
`would allow Bayer to “tap into opportunities to drive further growth and an even better financial
`profile.” Defendant Baumann described the Acquisition as having “superior value creation
`potential” and stated that “it’s actually very difficult to see something that is similarly attractive,
`as we see here, with the proposed acquisition of Monsanto.” Defendant Condon stated that “there’s
`a tremendous opportunity in here to create additional value, which is beyond what we can create
`purely by ourselves.” In response to an analyst’s question regarding the potential non-renewal of
`glyphosate’s license in Europe due to concerns over health risks associated with exposure to the
`chemical and whether that posed a material risk to the Acquisition, Defendant Baumann stated “as
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`you would expect us to do, we have looked at it. We do understand the risk and the exposure that
`does exist” and “[i]t would not affect the overall offer and proposal to acquire Monsanto.”
`30.
`During the second conference call held later that day, Defendant Baumann stated
`that “[f]ollowing thorough consideration and preparation, we strongly believe that it is actually the
`combination of the two businesses that captures best the inherent value, and we are fully committed
`to pursuing the transaction.” Defendant Dietsch stated that “this combination will bring significant
`short and long-term benefits to farmers across the globe; and, they will translate into attractive
`financial benefits for Bayer and its shareholders.”
`31.
`On July 14, 2016, Bayer issued a press release announcing that the Company had
`increased its all-cash offer to purchase Monsanto from $122 per share to $125 per share,
`representing a 40% premium over Monsanto’s closing share price on May 9, 2016. The press
`release stated that “[t]he revised offer retains compelling value creation potential for Bayer
`shareholders” and “fully captures the intrinsic value of Monsanto, and shares the synergy benefits
`that the combination would create.”
`32.
`On July 27, 2016, Bayer held a conference call with analysts and investors to
`discuss the Company’s financial results for the second quarter of 2016. During the call, Defendant
`Baumann emphasized that “there is very, very sound logic and rationale for looking at a significant
`capital deployment into the acquisition of Monsanto versus doing something different, either in
`consumer or in pharma.”
`33.
`On September 14, 2016, the Company issued a press release announcing that Bayer
`and Monsanto had signed a definitive merger agreement under which Bayer would acquire
`Monsanto for $128 per share in an all-cash transaction, representing a 44% premium to Monsanto’s
`closing share price on May 9, 2016. The press release stated that Bayer’s acquisition of Monsanto
`“represents a major step forward for our Crop Science business and reinforces Bayer’s leadership
`position as a global innovation driven Life Science company with leadership positions in its core
`segments, delivering substantial value to shareholders, our customers, employees and society at
`large.” The press release also stated that “[b]eyond the attractive long term value creation potential
`of the combination, Bayer expects the transaction to provide its shareholders with accretion to core
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`EPS (earnings per share) in the first full year after closing and a double-digit percentage accretion
`in the third full year.” In the press release, Defendant Baumann is quoted as saying “I am
`convinced that Monsanto will flourish as part of one of the most respected and trusted companies
`in the world.”
`That same day, Bayer and Monsanto held a joint investor conference call to discuss
`34.
`the signing of the merger agreement. During the call, Defendant Baumann stated “[t]his
`transaction is a compelling opportunity for the shareholders of both companies. Following receipt
`of additional information and thorough analysis conducted during the due diligence process, we
`have raised our initial offer and have agreed on an all cash consideration of $128.00 per Monsanto
`share, representing a premium of 44% to the Monsanto share price of $89.03 on May 9, 2016, the
`day prior to our first proposal.”
`35.
`Also during the call, Defendant Baumann emphasized that “[i]n combining Bayer
`and Monsanto, we will create a global leader in the agricultural industry” and “we expect to create
`significant value for our shareholders.” Defendant Baumann further touted the Acquisition as “an
`extraordinary fit and a major advance for us,” emphasizing that “[b]oth Monsanto and we at Bayer
`are absolutely convinced that this combination of our two complementary businesses has a
`compelling logic and creates value in a major way for all constituencies.” Defendant Baumann
`described the Acquisition as “a synergistic case which has the potential to achieve a premium
`valuation based on our improved profitability, strong earnings accretion, and enhanced earnings
`growth” and “[o]verall, we believe that this is a highly value accretive transaction which benefits
`not only the shareholders but also our customers, employees, and all stakeholders involved.”
`During the call, Defendant Dietsch stated that “[t]he combination of Bayer and Monsanto
`represents an attractive value equation opportunity” and “[t]he combined [agriculture] business is
`a premium asset which has the potential to command a premium valuation.” Defendant Dietsch
`also stated that “[w]e expect significant near term synergy potential and, in addition, substantially
`longer term synergies from integrated solutions” and “[a]s a result, we expect stronger growth,
`better profitability, and a more resilient business profile.”
`36.
`On October 26, 2016, Bayer issued a press release announcing its financial results
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`for the third quarter of 2016. In the press release, Defendant Baumann is quoted as saying that the
`Acquisition is “a major strategic milestone for Bayer” and “[t]he two companies are a perfect fit
`and complement each other ideally.”
`37.
`On February 22, 2017, Bayer issued a press release announcing its financial results
`for fiscal year 2016. In the press release, Defendant Baumann is quoted as saying “[t]his
`transaction is the perfect fit for our strategy of seeking leadership positions with our Life Science
`activities in attractive, innovation-driven markets” and “[o]nce the businesses have been
`combined, Bayer would be able to create substantial additional value in the long term through
`more innovation, stronger growth and greater efficiency.”
`38.
`On April 28, 2017, Bayer held its annual shareholders’ meeting. During the
`meeting, Defendant Baumann stated that “through the transaction, we intend to create substantial
`additional value in the long term for the company, for you, our shareholders, and the society as a
`whole.” Defendant Baumann also stated that “[t]he acquisition of Monsanto is the perfect fit for
`our strategy of aspiring to occupy leadership positions with our Life Science businesses in
`attractive, innovation-driven markets. And we are convinced that together with Monsanto, we will
`be able to create substantial added value in the long term through more innovation, stronger growth
`and greater efficiency.” During the meeting, Defendant Baumann downplayed the negative
`perception of Monsanto, stating that “[w]e are, of course, aware that Monsanto does not have a
`good reputation in some countries, especially in Europe. And you can argue about whether the
`company has always acted wisely in its dealings with the public. However, that’s not the Monsanto
`we know at all. Monsanto is a modern, highly innovative and extremely well-managed biotech
`company.” During the meeting, Defendant Wenning assured investors that Bayer’s “Supervisory
`Board fulfilled its supervisory and consultative duties in relation to this transaction in a very
`thorough and exhaustive manner,” emphasizing that “[a]ll of the essential aspects . . . [were]
`scrutinized and reviewed by us in detail and are supported by us unreservedly.”
`39.
`That same day, Bayer also issued a press release regarding its annual shareholders’
`meeting. The press release stated that the Acquisition would “create substantial additional value”
`for Bayer’s shareholders. In the press release, Defendant Baumann is quoted as saying that “[t]he
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`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
`CASE NO. 3:20-cv-04737
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`Case 3:20-cv-04737-RS Document 1 Filed 07/15/20 Page 12 of 27
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`acquisition of Monsanto is the perfect fit for our strategy” and “[t]ogether with Monsanto, we will
`be able to create substantial additional value in the long term through more innovation, stronger
`growth and greater efficiency.”
`40.
`On July 27, 2017, Bayer held a conference call with analysts and investors to
`discuss the Company’s financial results for the second quarter of 2017. During the call, in response
`to an analyst’s question about the Company’s level of comfort with the due diligence Bayer
`performed in connection with the Acquisition, Defendant Baumann assured investors that “the
`Monsanto people went out of their way to provide us with transparency, data and visibility to the
`most critical questions we had that also related to value and the composition of our business case
`because they wanted to convince us to pay a higher price compared to what was on the table” and
`emphasized that “we have a very high level of comfort” on Bayer’s due diligence.
`41.
`On May 25, 2018, Bayer held its annual shareholders’ meeting. During the
`meeting, despite mounting Roundup cancer lawsuits against Monsanto, Defendant Baumann
`assured investors that “[t]he acquisition is just as attractive today as we assessed it to be 2 years
`ago” and “this acquisition has very great potential for creating value for our company, our
`shareholders and our customers.” Defendant Baumann also stated that “[w]ithout question, the
`acquisition of Monsanto has extended our position in the agricultural sector” and further
`emphasized the acquisition as “a very important and logical step in the evolution of Bayer.”
`42.
`That same day, Bayer issued a press release regarding its annual shareholders’
`meeting. In the press release, Defendant Baumann is quoted as saying that “[v]iewed from various
`aspects and overall, I’m convinced that this acquisition has very great potential for creating value
`for our company, our stockholders and our customers.”
`43.
`On June 4, 2018, Bayer issued a press release announcing that the Company had
`received all the required regulatory approvals to move forward with the Acquisition and Bayer
`expected to complete its purchase of Monsanto on June 7, 2018. In the press release, Defendant
`Baumann is quoted as saying that “[t]he acquisition of Monsanto is a strategic milestone in
`strengthening our portfolio of leading businesses in health and nutrition. We will double the size
`of our agriculture business and create a leading innovation engine in agriculture, positioning us to
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`CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
`CASE NO. 3:20-cv-04737
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`Case 3:20-cv-04737-RS Document 1 Filed 07/15/20 Page 13 of 27
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`better serve our customers and unlock the long-term growth potential in the sector.” The press
`release also quotes Defendant Baumann as saying “[t]he acquisition is anticipated to generate
`significant value” and “Bayer expects a positive contribution to core earnings per share starting in
`2019” and “[f]rom 2021 onward, that contribution is expected to be double-digit percentage.” In
`the press release, Defendant Baumann emphasized that “[w]e have diligently prepared for the
`upcoming integration over the past two years” and “[o]ur extensive experience in integrating other
`large companies has proven that we can and will be successful.”
`44.
`On June 7, 2018, Bayer issued a press release announcing the completion of the
`Acquisition. In the press release, Defendant Baumann is quoted as saying “[t]oday is a great day
`. . . for our shareholders, because this transaction has the potential to create significa