WASHINGTON, May 23, 2016 - Top officials of Germany-based Bayer AG took to the phones today to explain why they believe acquiring Monsanto in a deal worth $62 billion would be good for shareholders, farmers and a growing world population.
The media blitz, which included at least three conference calls with reporters from around the world, coincided with Bayer’s public release of its $122-per-share, all-cash offer, which would represent a premium of 37 percent above Monsanto’s share price of $89.03 on May 9, the day before Bayer made a written offer. The stock was trading today at over $106.
“We believe our offer represents the best opportunity for Monsanto shareholders to generate immediate and certain value at a substantial premium,” said Werner Baumann, Bayer’s CEO and board chairman.
Baumann and two other officials on a conference call would not speculate on how, specifically, the new entity would affect farmers. They emphasized the “complementary” nature of the proposed deal, which has yet to receive an official response from Monsanto, which is headquartered in St. Louis.
On its website Bayer said it was too early to discuss “integration details at this stage.” However, in a list of FAQs, Bayer said that under the transaction plan, the Global Seeds & Traits operation and North American commercial headquarters would be in St. Louis, and the Crop Protection and divisional Crop Science headquarters would be in Monheim, Germany. The combined company would also have an “an important presence” in Durham, North Carolina. Digital Farming for the merged business would be based near San Francisco.
Baumann said he and Liam Condon, head of Bayer’s Crop Science Division, met with Monsanto CEO Hugh Grant “and two of his colleagues” on May 10th, adding that, “Both companies share the strategic vision of an integrated offering.”
Baumann said the companies had been talking for many years about how to “reap the value” of joining forces.
Condon today said the combination of the two companies “would bring together Bayer’s best-in-class crop protection portfolio and our focus on ‘Plant Health,’ chemistry, biologics, and comprehensive Life Science technology platform, with Monsanto’s best-in-class seeds and traits portfolio, its operational and scientific focus on ‘yield,’ its breeding and trait development, and advanced digital applications.”
The officials said they were not concerned about antitrust questions, having already undertaken a thorough review of that aspect of the potential acquisition.
If regulators forced divestiture of any part of either companies’ operations, then another company would simply pick up that part of the business, they said.
“I wouldn’t see competition issues from products exiting the market because they would just change owners,” said Condon.
“Competition will always remain,” he said. “What we’re really focused on is customized solutions for farmers. If we bring together the best seeds and traits in the industry and the best crop protection and combine it with a digital platform,” it will allow farmers to minimize input costs and increase yields without harming the environment.
Baumann acknowledged that the two companies share different reputations, especially in Europe, but said it’s too early to speculate on whether the Monsanto name would be dropped. He also said he could not speculate on how many jobs would be shed due to the combined $1.5 billion in “synergies” of the deal, which he said would be realized after three years.
The acquisition is actually less complicated than one in 2007, when Bayer acquired Schering AG, Bayer Chief Financial Officer Johannes Dietsch said.
“In terms of legal entities this combination is far less complex than the Schering acquisition,” he said. “Here we are talking 37 major subsidiaries, compared to 154 subsidiaries in the case of Schering.”
The deal would not require financing, Baumann said. “The expected equity portion represents approximately 25 percent of the transaction’s enterprise value and is expected to be raised primarily via a rights offering,” he said. “We are highly confident in our ability to finance the transaction based on advanced discussions with and support from both Bank of America Merrill Lynch and Credit Suisse. We are also confident that we will obtain the necessary regulatory approvals.”
The potential acquisition comes following announcement of two other potential pairings of ag chemical and seed manufacturers. Dow and DuPont have agreed to merge and split the resulting entity into three companies. China National Chemical Co., or ChemChina, has proposed acquiring Swiss ag chemical and seed manufacturer Syngenta. Neither deal has cleared regulatory review.
Sen. Charles Grassley, R-Iowa, chairman of the Judiciary Committee, told the Wall Street Journal, “I don't know whether a foreign company would have as much interest in American agriculture that a domestic company has.”
But Baumann, addressing review by the Treasury Department’s Committee on Foreign Investment in the U.S., said, “Here it’s important to highlight that as Bayer, we have been in the U.S. for a longer amount of time than Monsanto. We have more employees in the U.S. than Monsanto. We don’t see any national security issues with the deal.”
Bayer has about 100,000 employees worldwide, including 16,000 in the U.S. Monsanto has about 25,000 employees worldwide.
Together, the revenues of the two companies would add up to about $67 billion. Monsanto’s sales in fiscal 2015 (ending Aug. 31) were $15 billion. Bayer’s were about $51.9 billion.
Recordings of the conference calls are here and here.