EU clears acquisition of parts of Bayer's Crop Science business by BASF

Date:05-01-2018

The European Commission has conditionally approved under the EU Merger Regulation the acquisition of parts of Bayer's Crop Science business by BASF. This transaction is related to the Bayer/Monsanto merger divestment commitments.

Today's decision follows the Commission's conditional clearance in March 2018 of Bayer's planned acquisition of Monsanto. Bayer committed to divest an extensive remedy package worth well over €6 billion (the "Bayer Divestment Business") to address the competition concerns on overlaps between Bayer and Monsanto in seeds, pesticides and digital agriculture. The Commission concluded that this divestment package would enable a suitable buyer to sustainably replace Bayer's competitive effect in these markets and continue to innovate, for the benefit of European farmers and consumers.

The Bayer Divestment Business includes:
-  Bayer's entire vegetable seeds business;
-  Bayer's entire broad acre seeds and traits business including its R&D organisation, subject to limited carve outs;
-  a number of Bayer non-selective herbicide assets, in particular Bayer's global glufosinate business assets and three lines of research;
-  a number of Bayer nematicidal seed treatment assets and products (sold under the Poncho, VOTiVO, COPeO and ILeVO brands); and
- Bayer's global digital agriculture assets and products (subject to a temporary licence back from BASF to Bayer).

Since BASF does not currently sell seeds or non-selective herbicides and has only recently started to develop a limited offering in digital agriculture, the Commission did not identify competition concerns with most parts of the transaction.

However, the Commission had concerns that the transaction would have reduced innovation competition in the European Economic Area for the development of certain non-selective herbicides as well as potential competition for the production of nematicidal seed treatments. To address these concerns BASF committed to divest:
-  one of the overlapping lines of research for the development of non-selective herbicides; and
-  a BASF pipeline nematicidal seed treatment product, Trunemco.

The Commission found that the proposed commitments fully address the overlaps between the Bayer Divestment Business and BASF in the innovation areas and in the markets where the Commission had identified competition concerns.

The Commission therefore concluded that the proposed transaction, as modified by the commitments, would no longer raise competition concerns. The decision is conditional upon full compliance with the commitments.

The Commission has cooperated very closely with a number of competition authorities on this case, including the US Department of Justice.

As regards Bayer's planned acquisition of Monsanto, the Commission's March 2018 decision requires Bayer to sell the Bayer Divestment Business to a suitable purchaser. The Commission continues to assess whether BASF has the ability and incentives to run and develop the Bayer Divestment Business to replicate Bayer as an active competitor in the market, and whether the agreements between Bayer and BASF are in line with the commitments. The decision adopted today does not prejudge the outcome of that separate assessment.