LONDON & FRANKFURT–(BUSINESS WIRE)–Elliott Advisors (UK) Limited (“Elliott”), which advises funds that collectively hold shares of Bayer A.G. (“Bayer” or “the Company”) and economic equivalents with an aggregate value of €1.1 billion, acknowledges Bayer’s announcement to create a special litigation committee of the Supervisory Board (the “Special Committee”), and the retention of Mr. John Beisner of Skadden, Arps, Slate, Meagher & Flom LLP, as legal advisor to the Supervisory Board and Special Committee.
Elliott welcomes these steps, and is confident that today’s statement marks a step change in Bayer’s approach to addressing the legal challenges currently facing the Company. Elliott believes that the creation of the Special Committee will provide a new level of oversight and a fresh perspective to a litigation strategy in need of a radical overhaul, and help guide the Company towards a rational, fair and swift settlement.
The appointment of Mr. John Beisner not only provides Bayer with relevant litigation expertise, but also provides grounds for renewed confidence in the Company’s ability to find a timely, fair resolution to its complex litigation challenges. As evidenced in his work on behalf of Merck (Vioxx) and Johnson & Johnson (DePuy hip replacements), Mr. Beisner has a proven track record of delivering successful resolutions to high-profile product liability cases. Elliott is further encouraged by the recent initiation of court-mandated settlement talks and the appointment of Mr. Ken Feinberg as mediator. Like Mr. Beisner, Mr. Feinberg lends credibility and integrity to the process, with decades of experience in resolving sensitive disputes in a prompt and equitable manner.
In Elliott’s view, all of the above affords Bayer a valuable platform from which to resolve the uncertainty associated with the glyphosate litigation, offering the opportunity for an accelerated settlement with a limited financial cost. While resolving the litigation challenge is clearly an immediate priority, Elliott believes Bayer could do more to maximise long-term value for all its stakeholders. Elliott believes that Bayer’s discounted share price today does not reflect the significant underlying value of its constituent businesses, or the potential value realisation opportunity that is in excess of €30 billion. Elliott looks forward to the Company building upon today’s announcement, and making a credible commitment to the exploration of long-term value creative levers beyond the immediate litigation and governance enhancements, to the benefit of all stakeholders.
Elliott Management Corporation manages two multi-strategy funds which combined have approximately $34 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds of its kind under continuous management. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Management Corporation.
As of today, Elliott holds a net-long position in Bayer at the aforementioned value, which may cause a conflict of interest. Elliott intends to review its investments in the Company on a continuing basis and depending upon various factors, including without limitation, the Company’s financial position and strategic direction, the outcome of any discussions with the Company, overall market conditions, other investment opportunities available to Elliott, and the availability of Company securities at prices that would make the purchase or sale of Company securities desirable, Elliott Management may at any point in time (in the open market or in private transactions, including in the short term and since the inception of Elliott Management’s position) buy, sell, cover, hedge or otherwise change the form or substance of any of its investments (including any or all Company securities or related financial instruments) to any degree in any manner permitted by law and expressly disclaims any obligation to notify others of any such changes. Elliott Management also reserves its right to take any actions with respect to its investments in the Company as it may deem appropriate.
Sarah Rajani CFA
Elliott Advisors (UK) Limited
+44 (0) 20 3009 1475