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September 14, 2016

Bayer to Acquire Monsanto for $66B

  • Bayer plans to acquire Monsanto for $66 billion, the companies said today, creating an agricultural biotech colossus that would combine Monsanto’s expertise in seeds and traits, Bayer’s know-how in crop protection, as well as the biologics and digital farming knowledge of both companies.

    The price is $4 billion above Bayer’s initial offer for the ag-bio giant—an offer rejected quickly by Monsanto’s board soon after it was disclosed in May. Bayer has agreed to pay Monsanto a $2 billion “reverse antitrust break fee” should the deal fall through.

    “Together Monsanto and Bayer will build on our proud tradition and respective track records of innovation in the agriculture industry, delivering a more comprehensive and broader set of solutions to growers,” Hugh Grant, Monsanto’s chairman and CEO, said in a statement.

    That record includes decades of commercializing genetically modified organisms (GMOs), which have long been opposed by regulators and consumers in Europe and have also generated controversy in the U.S.

    The combined agricultural business of Bayer and Monsanto generated pro forma sales of €23 billion ($25.8 billion) last year in calendar year 2015 and spent a total €2.5 billion ($2.8 billion) on R&D.

    Bayer and Monsanto anticipate $1.5 billion in annual cost reductions or “synergies” after the third year of the combined company, plus additional future synergies.

    The combined company would base its global Seeds & Traits business—as well as its North American commercial HQ—in St. Louis, where Monsanto is headquartered.

    Bayer said those outposts will enhance its commitment to a strong U.S. presence—now consisting of more than 12,000 people based in 25 states—as will maintaining Digital Farming activities in San Francisco and an unspecified “important presence” in Durham, NC, where Bayer now bases the Crop Science division of its North American operations.

    The overall Crop Science and global Crop Protection headquarters will be in Monheim, Germany.

    Bayer’s $66 billion all-cash offer comes to $128 per share, a 21% premium over Monsanto’s closing price yesterday on the New York Stock Exchange and a 44% premium above Monsanto’s closing price on May 9, the day before Bayer made its first written proposal to Monsanto.

    The deal will be funded, Bayer said, with $19 billion in equity and $57 billion from bridge financing committed by Bank of America Merrill Lynch, Credit Suisse, Goldman Sachs, HSBC, and JP Morgan.

    Bayer anticipates the deal will add to its core earnings per share in the first full year after completion, and generate a double-digit increase over current core EPS in the third full year of the combined company.

    Bayer’s Board of Management and Supervisory Board and Monsanto’s Board of Directors have all unanimously approved the acquisition. The deal is expected to close at the end of 2017, subject to customary closing conditions that include Monsanto shareholder approval and regulatory approvals.

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