Bayer Clinches Monsanto Takeover

14.09.2016 -

Bayer has finally won its hard-fought battle to take over US agribusiness rival Monsanto. The two agriculture giants have just confirmed that the deal will go ahead after Bayer sweetened its offer to $128 per share. Altogether, the purchase price will total $66 billion. Based on Monsanto’s closing share price on May 9, 2016, the day before Bayer’s first written takeover offer, the price represents a premium of 44%.

The German company said it will finance the transaction with a combination of debt and equity, with the equity component of around $19 billion to be raised through the issue of mandatory convertible bonds and a rights issue with subscription rights. Bridge financing of $57 billion has been secured from BofA Merrill Lynch, Credit Suisse, Goldman Sachs, HSBC and JP Morgan.

Despite the much higher level of debt it will carry, Bayer said it still targets an investment grade credit rating post-closing and is committed to the single "A" credit rating category over the long-term.

Acknowledging, indirectly, that it has had a close look at Monsanto’s books – something that was not entirely clear during its long courtship of the US group – Bayer said it has confirmed sales and cost synergies assumptions in due diligence and expects annual EBITDA contributions from total synergies of approximately $1.5 billion after year three, plus additional synergies from integrated solutions in future years.

Bayer added that it expects the Monsanto takeover to provide its shareholders with accretion to core earnings per share in the first full year after closing and a double-digit percentage accretion in the third full year.

Closing of the deal is expected by the end of 2017, following all regulatory approvals. Bayer’s supervisory board has given its blessing, but Monsanto shareholders will also have a say, as will antitrust approval authorities. Bayer has committed to a $2 billion reverse antitrust break fee, if the transaction fails to gain approval.

Monsanto’s chairman and CEO, Hugh Grant, who successfully held out for several increased bids, said he believes the combination with Bayer “represents the most compelling value for our shareowners, with the most certainty through the all-cash consideration.”

Pro forma sales of the combined agricultural businesses totaled €23 billion in 2015. The industry’s two giants said their merger will benefit from Monsanto’s leadership in seeds & traits and its Climate Corporation platform, along with Bayer’s broad crop protection product line across a comprehensive range of indications and crops in all key geographies.

The new player – which at present will be the clear industry leader – will have its global Seeds & Traits and North American commercial headquarters in St. Louis, Missouri, its global Crop Protection and overall Crop Science headquarters in Monheim, Germany, and an “important presence” in Durham, North Carolina – in the heart of the so-called Research Triangle. Digital Farming activities will be based in San Francisco, California.

The announcement of a successful deal left it initially unclear as to whether the new company will trade as Bayer CropScience or be given a new name. Additional details were due to be provided during a conference call with international journalists at 3:30 p.m. Central European Time (9:30 a.m. US Eastern Daylight Time).