This presentation by US DOJ was made during the break-out session “Efficiency Effects & Design of Remedies” held at the 18th meeting of the OECD Global Forum on Competition on 6 December 2019. More papers and presentations on the topic can be found at oe.cd/mcdym.

1. Design of Remedies
in Dynamic Markets:
U.S. v. Bayer & Monsanto
Caroline Laise
Antitrust Division, U.S. Department of Justice
December 6, 2019
The views expressed in this presentation do not necessarily represent those of the U.S. Department of Justice.

2. Transaction and Competitive
Effects
• Bayer proposed to buy Monsanto for $66 billion
• United States alleged competitive harm in 17 relevant
markets, in 4 broad categories: (1) genetically modified seeds
and traits for 4 crops; (2) certain herbicides; (3) seed
treatments; and (4) vegetable seeds
• Loss of head-to-head competition
– Result in higher prices, lower quality & reduced consumer choice
• Loss of Bayer as emerging threat to Monsanto in
competition to innovate
– Seeds like corn and cotton are undergoing constant technological
change
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3. Structural Remedy
• Bayer required to divest businesses and assets
valued at approx. $9 billion to fully address all
horizontal and vertical concerns
• Package included divestitures to enable scale &
scope for buyer to innovate & compete:
– Intellectual property, research capabilities, pipeline
products
• Worked closely with other jurisdictions to
coordinate remedies
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4. Upfront Divestiture Buyer
• Division approved BASF as the buyer because of
expertise in adjacent area, but no competitive overlaps.
• Decree specified that within the first year following
divestiture, additional assets not identified in the decree
may be required to be divested to divestiture buyer
– Assets previously used by divestiture businesses and reasonably
necessary for maintaining competitiveness
• Required some short-term commitments to ensure
BASF could operate the assets on Day 1.
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