Compass Lexecon provided economic advice and analysis in the $66 billion global acquisition of Monsanto by Bayer. Both Bayer and Monsanto are active in the supply of seeds and seed treatments, including those designed to work with patented seed traits. Given the global nature of the transaction, the coordination of Compass Lexecon teams in North America, Europe and China provided value to the clients in generating and presenting consistent economic analyses across jurisdictions, and leveraging knowledge across teams to efficiently respond to requests by the various competition authorities.
Specifically, the merger required market share analysis across various sectors and jurisdictions, as well as detailed economic analysis of vertical foreclosure issues, potential competition, bundling, innovation incentives and patents. Compass Lexecon provided support for submissions in several jurisdictions, including those to competition authorities in the European Union, the United States, Canada, China, Russia and Turkey. For example, leveraging transaction knowledge and economic analysis done in the North American and European investigations, Elizabeth Wang, Fredrick Flyer and Colleen Loughlin submitted an economic report to the Chinese competition agency, MOFCOM, addressing issues related to bundling, innovation, and digital farming.
In March 2018, MOFCOM and the European Commission approved the transaction, subject to conditions, and in May 2018 the U.S. approved the transaction, subject to agreed divestitures.
A team in the U.S. led by Janusz Ordover, including Rick Flyer, Colleen Loughlin, Daniel Stone and Laura Yergesheva worked with legal teams in both the U.S. and Canada. In the U.S., these included Stephen Holley, Bradley Smith and Dustin Guzior of Sullivan & Cromwell LLP and in Canada, Susan Hutton, Jeff Brown, Paul Collins, Michael Rosenstock and Ashley Piotrowski of Stikeman Elliott LLP. A large London-based European team led by Lorenzo Coppi worked with Juan Rodriguez and Axel Beckmerhagen at Sullivan & Cromwell LLP. Elizabeth Wang led a team including Rick Flyer, Colleen Loughlin, Sophie Yang and Mary Li on submissions to MOFCOM, working closely with John Ren from T&D Associates and Chen Ma from Han Kun Law offices.