Bayer Rationalizes $62 Billion Offer for Monsanto

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German conglomerate Bayer Monday morning released details of its widely presumed offer for Monsanto Co. (NYSE: MON). The maker of everything from aspirin to fertilizer has offered to pay $122 per share in cash for Monsanto in a deal with a total value of $62 billion.

The offer represents a premium of 37% for Monsanto shares based on their closing price on May 9, the day before Bayer’s written proposal was delivered to the U.S. seed and herbicide maker.

In the letter, Bayer said it was “highly confident” that it could secure full financing for the offer and that it has a “highly successful track record” of getting required regulatory approvals for large deals like this.

Consolidation in the seed and pesticide business is forcing Bayer’s hand, just as Monsanto felt it had to do its best to acquire Syngenta. The coming merger of Dow Chemical Co. (NYSE: DOW) and E.I. du Pont de Nemours and Co. (NYSE: DD) and the Syngenta-ChemChina deal create bigger rivals that may gain a competitive advantage due to their scale.

As with those recent proposals, regulatory scrutiny is likely to be intense, even though there is not a significant overlap in the two companies’ businesses. Monsanto’s seed business is the largest in the world, and Bayer’s main agricultural business is in pesticides. But a merger between the two would substantially narrow the choices for farmers’ supply chains.


In its letter to Monsanto, Bayer said:

Bayer has long respected Monsanto’s business, management team, strong innovation capabilities and commitment to farmers. Over the years we have had multiple discussions regarding potential avenues to realize our shared vision regarding an integrated approach and strategy to the agricultural industry. The combination would create a truly global agriculture leader with a comprehensive and balanced product line across business segments and geographies. This would bring together Monsanto’s leadership in Seeds & Traits with Bayer’s leadership in Crop Protection and Biologics, and our combined focus on Digital Farming.

There is also a chance that BASF, the world’s second-largest agricultural firm, could make a counteroffer, causing Bayer to up its bid as well. Given the Dow-DuPont and ChemChina-Syngenta deals, Bayer, BASF and Monsanto are the remaining massive players in the ag business, and one of the three is going to be left on its own in a very different competitive landscape.

The likelihood that BASF will counter with an offer of its own for Monsanto pushed the U.S. firm’s share price up Monday morning. Shares added more than 8% in premarket trading, to around $109.70. The stock’s 52-week range is $81.22 to $120.00.

Bayer’s shares traded down nearly 4% on the XETRA Monday morning, at €86.06 in a 52-week range of €85.83 to €138.50. The low was posted Monday.