Monsanto Shareholder’s Suit to Block Bayer Merger Thrown Out

(Bloomberg) -- A Monsanto Co. shareholder’s lawsuit to block the agricultural giant’s merger with the German chemical company Bayer AG was thrown out by a Missouri judge.

The investor alleged that Monsanto’s board of directors had breached its fiduciary responsibility to shareholders by accepting Bayer’s $128 bid for Monsanto shares. The shares were worth more than that and the directors stood to reap financial windfalls from the deal, according to the complaint.

St. Louis County Circuit Judge John D. Warner Jr. granted Monsanto’s motion to dismiss the suit while leaving open the possibility it can be re-filed later. Monsanto had argued that a corporate bylaw enacted in August required such suits be brought in Delaware, where Monsanto is chartered.

Monsanto shareholders are scheduled to vote Tuesday on the merger.

Sara Miller, a spokeswoman for Monsanto, said the company is pleased with the ruling.

John F. Keating, an attorney representing the investor, didn’t immediately respond to phone calls seeking comment.

The case is Gawrych v. Monsanto Co., 16SL-CC04220, Circuit Court for St. Louis County, Missouri.

--With assistance from Lydia Mulvany To contact the reporter on this story: Tim Bross in St. Louis at btbross@gmail.com. To contact the editors responsible for this story: Michael Hytha at mhytha@bloomberg.net, Peter Blumberg