Bayer’s annual general meeting on April 24 was a study in contradictions. Major institutional investors praised CEO Bill Anderson’s restructuring progress, yet the message was clear: good start, but the bar is still high. The real drama, however, played out in the voting booth, where shareholders gave the green light to a potential €7 billion capital injection — a move that signals the company is preparing for a costly legal finale.
The authorized capital resolution passed with 59.42 percent of votes, a narrow but decisive mandate. Anderson now has the firepower to issue new shares worth up to €7 billion at any time. The company stressed there are no immediate plans for a capital increase, but the mere existence of the buffer changes the chessboard. It telegraphs to plaintiffs and their lawyers that Bayer has the financial means to pursue broad settlements in the multi-billion-dollar glyphosate litigation.
That litigation takes center stage on Monday, when the US Supreme Court hears oral arguments in the Durnell case. The outcome could reshape the legal landscape for thousands of outstanding claims. Anderson has repeatedly promised to significantly reduce the company’s legal exposure by the end of 2026, and the capital authorization gives him the tools to follow through.
Cost Cuts and Continuity
The restructuring under Anderson has already claimed 14,000 jobs since the overhaul began, with roughly 4,700 cuts in the past year alone. The CEO’s contract was extended to March 2029, and pharma chief Stefan Oelrich remains in place. A notable change comes in the finance department: Dr. Judith Hartmann takes over as CFO from Wolfgang Nickl on June 1.
The cost discipline extends to shareholder payouts. Bayer will pay the legally required minimum dividend of €0.11 per share, with the ex-dividend date on April 27 and payment on April 29. Anderson defended the decision as necessary for the company’s financial future.
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The Numbers Tell a Mixed Story
Bayer hit its 2025 targets, posting revenue of €45.6 billion and adjusted earnings per share of €4.91. Net financial debt fell to €29.8 billion. For 2026, management forecasts currency-adjusted sales between €45 billion and €47 billion.
The stock closed Friday at €38.50, down nearly four percent on the day, as investors digested the dilution risk from the authorized capital. The share price has now slipped below its 50-day moving average of €40.50. Still, on a year-to-date basis, Bayer has more than doubled, though it remains roughly 22 percent below the February high of €49.17.
Barclays analysts remain bullish, maintaining a buy rating with a price target of €48.00.
Conditions Attached
The support from major shareholders came with strings. Deka demanded an open-ended review of Bayer’s corporate structure once legal liabilities ease significantly, warning that the company cannot settle for minor adjustments. Union Investment, by contrast, backs Anderson’s decision to postpone any potential spin-off of the Consumer Health division for now.
The next major checkpoint arrives on May 12, when Bayer reports first-quarter results. That will be the first real test of whether the operational turnaround is gaining traction. For now, the company has bought itself financial flexibility and a bit of breathing room — but the Supreme Court hearing on Monday will determine whether that cushion is enough.
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