Bayer secures landmark victory in post-M&A ICC arbitration against BASF

Client(s) Bayer AG

Jones Day lawyers secured a landmark victory on behalf of Bayer AG in a multi-billion post-M&A arbitration against BASF SE. After three years of proceedings, an ICC tribunal dismissed in full all claims asserted by BASF relating to divestments Bayer made in connection with its US$66 billion acquisition of Monsanto.

In 2018, Bayer had to divest parts of its agricultural business for competitive reasons as a result of the Monsanto acquisition. BASF subsequently acquired parts of the seeds and pest control business as well as other assets for more than €7 billion. The arbitration proceedings concerned claims for damages that BASF had asserted against Bayer in connection with the disclosure of the cost structure of these businesses.

In the course of the proceedings, Bayer AG proved that it had properly informed BASF about the cost structure of the divested businesses and had not breached any contractual obligations. The arbitration tribunal constituted in Frankfurt ruled in favor of Bayer in its entirety and dismissed BASF's claim.