Bayer May Make Hostile Bid for Monsanto

06.09.2016 -

At its next meeting on Sept. 14, the supervisory board of Germany’s Bayer may discuss whether to up the ante on its latest takeover offer for Monsanto, worth $64 billion, to appease the US seeds giant’s management and board of directors or take its case directly to the company’s shareholders. Sources said to be close to Bayer have told the German newspaper Rheinische Post that the German group may even consider a hostile bid. While reports last month suggested that Monsanto had given its suitor limited access to its books, and only last week rumours of an imminent deal surfaced, unless a clever bluff is in play, the US and German rivals are still not playing by the same playbook.

Bayer has declined to comment on any of the speculation. For years, German companies were notoriously  reluctant to pursue hostile takeovers, but even in the past ten years only two German-initiated successful deals in the chemicals sector  come to mind, BASF’s hostile pursuit of US catalyst manufacturer Engelhard and engineering and gases group Linde’s grab for UK rival gases producer BOC, both in 2006. Bayer picked up compatriot drugmaker Schering the same year as the Berlin company sought a “white knight” to rescue it from a hostile approach by Germany’s Merck KGaA.

Financial market observers have it that Bayer has lost patience with Monsanto’s delaying tactics, so that its management may be prepared to strike. The online business newspaper The Street believes that this would be good news for the US company’s shareholders. Bayer has little to lose from going straight to shareholders, the newsletter says. Monsanto has rejected two offers, including the most recent $64 billion, or $125-per-share, offer on July 19, and made little concession to encourage a new bid.

Monsanto CEO Hugh Grant is believed to be looking for $67-69 billion, or $131 to $135 per share, the upper limit of what analysts think the German bidder could pay or want to pay. Bayer’s shareholders already began rebelling against the deal as a lower price was being discussed, and many analysts believe that in view of the US company’s weakening performance, the price is already too high.

The current bid is said to top Monsanto's latest closing price of around $107 and to be 40% above Monsanto's undisturbed price of May 9, before the company announced disappointing results in June. A 37% decline in third fiscal quarter net profit on a 9% decline in overall sales, including a 17% decline in sales of its key genetically modified soy beans, would have battered Monsanto's share price if it had not had the support of Bayer's bid, The Street notes.

By bypassing Monsanto's board the thinking goes, “Bayer might get away with adding a couple of dollars to its existing bid, enabling it to secure a few percent of its target's equity which it can leverage into final negotiations.”