Monsanto Rejects Bayer’s Sweeter Bid

20.07.2016 -

Monsanto has rejected Bayer’s sweetened takeover offer of $125 per share, or around $65 billion, calling it “financially inadequate to ensure deal certainty.” The US group repeated, however, that is still open to “constructive conversations” with Bayer and other parties “to assess whether a transaction that the board believes is in the best interest of Monsanto shareholders can be realized.”

The second rejection came despite Bayer’s offering a break-up fee of $1.5 billion. This fee, about 2.3% of the deal's value, however, is only half the $3 billion ChemChina offered its acquisition target Syngenta, here amounting to about 7% of the $43 billion transaction value.

In a statement, Bayer said it was “disappointed” by Monsanto’s response, especially as the offer amounts to a 40% premium over the group’s share price of May 9, 2016. In the aftermath of the rejection, the share was still hovering minimally above $100.

Although Monsanto’s rebuff had been expected, it left analysts and other observers still wondering how much Bayer will have to offer before the US agribusiness giant takes the bait (reportedly the highest-ever all-cash offer) or strikes another deal. Jason Miner, an analyst for Bloomberg Intelligence, told the news agency of the same name he believes the Leverkusen group has the financial strength to raise its offer to about $158 per share.

A dark horse in the race is BASF, with Monsanto seen to be exploring a buy of the German group’s seed solutions (traits) portfolio. BASF has not commented, but many think the world’s largest chemical producer, which has a comparatively small stake in the seeds market, can afford to bide its time to see how the other proposed mergers in the global agricultural chemicals sectors pan out.

Some commentators have speculated that Monsanto itself may want to stall any action until the market stabilizes – US farm income is said to be on track to reach its lowest level since 2002, which is straining chemicals suppliers’ finances – or until the St. Louis, Missouri-headquartered group finds a solution in which it can be the buyer.

Another question being asked is whether Bayer shareholders – many of whom are not convinced of the logic of buying Monsanto – will tell CEO Werner Baumann the bid is already high enough.

Several large shareholders have criticized Bayer management’s strategy in going all out for Monsanto. Henderson Global Investors, for example, in a letter made public on Jul. 19 called for a shareholder vote on the proposed takeover, which it said threatens the German player’s long-term strength.

The asset management company based in London said that, after meeting with Bayer management at the end of May, it was “still not convinced the transaction would create value.” The acquisition terms, it said “reflect paying a very high valuation multiple, and the deal could constrain inorganic investment in the pharma division at a time when the future pipeline of this division is a key concern for investors.”

Other investors have have expressed doubt that the US player’s sagging financial performance of late justifies a higher price, even if a takeover would give Bayer control of the majority of corn and soybean seeds sown in the US, as well as a strong position in Latin America. Reports say Monsanto has still not given Bayer’s auditors access to its books.