One of the most talked about deals of the year has been the acquisition of Monsanto Co. (NYSE: MON) by German chemical giant Bayer. The deal was finally announced Wednesday morning, and Monsanto shareholders are set to receive $128 a share in cash for each share of Monsanto they own. That’s a premium of 44% to the stock price on May 16, the day before Bayer first proposed the acquisition at a price of $122 per share. The price includes Monsanto debt of around $10 billion.
Monsanto’s seed business is the largest in the world, and Bayer’s main agricultural business is in pesticides.
Consolidation in the agricultural sector has been swift and on a large scale this year, with Swiss firm, Syngenta getting acquired by ChemChina and E.I. du Pont de Nemours Inc. (NYSE: DD) merging with Dow Chemical Co. (NYSE: DOW). Earlier this week two Canadian firms, Potash Corp. of Saskatchewan Inc. (NYSE: POT) and Agrium Inc. (NYSE: AGU) announced a merger.
Bayer CEO Werner Baumann said:
This represents a major step forward for our Crop Science business and reinforces Bayer’s leadership position as a global innovation driven Life Science company with leadership positions in its core segments, delivering substantial value to shareholders, our customers, employees and society at large.
Hugh Grant, chairman and CEO of Monsanto, added:
Today’s announcement is a testament to everything we’ve achieved and the value that we have created for our stakeholders at Monsanto. We believe that this combination with Bayer represents the most compelling value for our shareowners, with the most certainty through the all-cash consideration.
Bayer said it expects the transaction to add to core earnings per share in the first full year after closing and double-digit accretion in the third full year. The company expects cost synergies of about $1.5 billion after the third year, plus additional synergies in the future.
The German firm expects to raise $19 billion by issuing mandatorily convertible bonds and obtaining bridge financing of $57 billion from Merrill Lynch, Credit Suisse, Goldman Sachs, HSBC and JPMorgan. The financing is already committed. The deal is expected to close by the end of 2017, subject to customary closing conditions, regulatory approvals and a Monsanto shareholder vote. Bayer has agreed to pay a break-up fee of $2 billion if the transaction does not get past regulators.
Monsanto stock closed at $106.10 on Tuesday and traded up just 0.6% in Wednesday’s premarket session at $106.75. The stock’s 52-week range is $81.22 to $114.26m and the 12-month consensus target price is $113.00.
Bayer’s shares traded at €95.70, up about 2.6%, on Europe’s XETRA exchange.