According to the Complaint, Bayer Aktiengesellschaft ("Bayer") is a multinational pharmaceutical and life science company.

On May 23, 2016, Bayer announced that it had made an unsolicited all-cash offer to acquire Monsanto Company – a U.S. based provider of agricultural chemicals and other products. On June 7, 2018, after a protracted regulatory approval process, Bayer completed its acquisition of Monsanto for $63 billion in cash (the "Acquisition"). The claims alleged in this case arise from Defendants' misrepresentations and omissions regarding the significant liability risk from lawsuits brought against Monsanto alleging that Monsanto's flagship weed killer product, Roundup, caused cancer, including non-Hodgkin's lymphoma—a lethal blood cancer.

The Complaint alleges that, throughout the Class Period, Defendants made false and misleading statements to investors, describing the Acquisition as "a compelling transaction for shareholders" that would create "significant value" by generating "stronger growth, better profitability, and a more resilient business profile" and "will translate into attractive financial benefits for Bayer and its shareholders." The Complaint further alleges that Defendants specifically downplayed the liability risks related to Monsanto's Roundup product, emphasizing that the Company conducted a "thorough analysis" during due diligence and "undertook appropriate due diligence of litigation and regulatory issues throughout the process" which led Bayer to finalize the Acquisition. As a result of Defendants' misrepresentations, Bayer ADRs traded at artificially inflated prices during the Class Period.