US Gives Bayer-Monsanto Conditional Go-ahead

30.05.2018 -

The US Department of Justice (DoJ) has given its conditional approval to the takeover of Monsanto by Bayer, all but assuring its clearance. With an eye to not upending competition in the US agriculture market, the DoJ wants to be reassured that the German group will complete the agreed divestments valued at around $9 billion.

US antitrust officials said they investigated the planned combination for more than a year and concluded that without substantial divestments it would have resulted in higher prices, lower quality and fewer choices for American farmers across a wide array of seed and crop protection products.

Along with eliminating a direct competitor in some lines, Bayer’s original proposed deal would have given it too much weight in other markets, the Department said. Both merger parties produce genetically modified cotton, canola and soybean seeds plus the linked pesticides. The German group also would have gained a monopoly over herbicide-resistant cotton and canola in the US and a near monopoly in some other crops.

The legally binding go-ahead will follow a 60-day public comment period, after which a judge will be responsible for giving the green light. This court approval will negate a civil suit filed by the Justice Department against the merger plans, which observers said shows how deep-rooted the US concerns are.

“America’s farm system is of critical importance to our economy, our food system and our way of life, the top-ranking US antitrust enforcer Makan Delrahim told US media. “America’s farmers rely on head-to-head competition between Bayer and Monsanto,” he said.

Beyond environmental groups, many in the US farm sector are unhappy with the fusion plans, even with strict divestment requirements.  In a statement, the Organization for Competitive Markets, a farm group that opposes megamergers, said the news “makes it clear that our antimonopoly laws are completely worthless and the merger review process is pointless.”

According to Bayer, the divestments the US requires largely dovetail with the businesses it previously agreed to sell to compatriot BASF in two separate packages worth altogether €7.6 billion ($8.8 billion at current exchange rates). The EU’s remedy package was slightly smaller, mandating divestments worth more than €6 billion (nearly $7 billion) in annual sales.

As part of the latest deal, agreed in March, BASF will acquire Bayer’s entire vegetable seeds business, encompassing seed treatment products, the R&D platform for hybrid wheat and the complete state-of-the-art digital farming platform. It will also take Bayer’s oilseed rape business in Australia, certain glyphosate-based herbicides in Europe, the canola-quality juncea research and certain non-selective herbicide and nematicide research projects.

Last autumn, the Ludwigshafen chemical giant signed on to buy its erstwhile German rival’s global glufosinate-ammonium non-selective herbicide business, its seeds businesses for key row crops in select markets and trait research and breeding capabilities for these crops, along with the LibertyLink trait and trademark.

With the US nod, Bayer has now secured almost all clearances needed to close the transaction, which CEO Werner Baumann said “brings us close to our goal of creating a leading company in agriculture.”  Canada and Mexico and Mexico are expected to give the go-ahead “very shortly,” he said.

DoJ officials quoted by the British newspaper Financial Times said the willingness of the Bayer CEO to spend part of the Easter holidays in Washington leading the negotiations was what finally won the US authorities’ confidence.

Liam Condon, current president of Bayer CropScience, will lead the combined organization, which will be headquartered in Monheim, Germany. The seeds business will continued to be based at Monsanto’s headquarters in St. Louis, Missouri. The US group’s CEO Hugh Grant, along with several other top executives of the US agribusiness giant, are stepping down.