Why Bayer Wants to Buy Monsanto

Since it introduced seeds in 2002, Bayer AG has become the world’s third-biggest seller of crop products. But in the past year, the German chemical giant has seen that position threatened as a flurry of acquisitions sweeps the industry. Bayer’s solution? Buy its way into the No.1 spot.

The company on Thursday confirmed its interest in purchasing Monsanto Co., a deal that would give Bayer more than 2,000 varieties of seeds for crops such as corn, soybeans, and wheat. Adding that portfolio to its own vegetable, rice, cotton, and oilseed offerings would give Bayer a virtually unassailable position at the head of the market.

Driving any potential deal is Bayer’s ambition to become the global leader in pharmaceuticals and chemicals for people, plants and animals. Pulling it off will be a test for Werner Baumann, who only took over as chief executive officer on May 1. Though the negotiations were set in motion under his predecessor, Marijn Dekkers, Baumann will be responsible for completing a transaction and then making it work.

So far, investors aren’t impressed. Bayer’s Frankfurt-traded shares sank 7.7 percent, the most in seven years, on Thursday.

A Stretch

“Financially, this is a bit of a stretch,” said Markus Manns, who oversees almost $300 million in assets at Union Investment GmbH, including Bayer shares. “I’m somewhat skeptical.”

While a deal with Monsanto would put Bayer at the center of global agriculture, it would also make it a focus of the debate over genetically modified plants and sustainable farming. Both companies have been targeted by environmental activists who object to their genetically modified seeds and some of their crop chemicals.

Bayer’s Mega Monsanto Deal Faces Mega Backlash in Germany

Monsanto’s Roundup, the world’s top-selling herbicide, has been blamed for contributing to the decline of monarch butterflies in North America. And a Bayer insecticide called Gaucho has come under fire for killing honey bees and other pollinators. Last year, Bayer introduced a new offering called Sivanto that it says is lethal to aphids and whiteflies but not to bees.

Monsanto's Image

A deal between the two companies could help ease the criticism, in part by distancing Monsanto’s product portfolio from its name, said Eric Schiffer, CEO of ReputationManagementConsultants.com, an advisory firm in Irvine, California.

“Monsanto is viewed as evil,” Schiffer said. “Bayer has the ability to transform the brand.”

To swallow Monsanto, valued at more than $44 billion, Baumann may need to sacrifice the old for the new. People familiar with the matter say the company is considering funding the acquisition with a sale of its animal health business -- a unit that traces its roots back to 1919 with products ranging from antibiotics for farm animals to flea collars for house pets.

The 152-year-old company, which trademarked the brand names “heroin” and “aspirin,” is no stranger to change. Bayer was founded in 1863 by two friends who made dyes from coal-tar derivatives. Over the following decades, they expanded into other chemicals and pharmaceuticals, introducing heroin as a cough remedy in 1896 and then aspirin, the world’s first blockbuster drug, in 1899.

Pharmaceuticals to Crop Chemicals

By the 1920s, its logo -- a distinctive cross stamped on aspirin tablets -- was fast becoming a global icon. In 1925, Bayer was folded into IG Farben, a German chemical conglomerate that gained notoriety during World War II as the maker of Zyklon B, the chemical the Nazis used in the gas chambers of Auschwitz. The conglomerate was dismantled after the war, and Bayer became independent again.

Bayer got into seeds 14 years ago with its $6.6 billion purchase of Aventis SA’s crop science unit. Though it has made a few smaller acquisitions in the field over the past decade, Bayer has paid far more attention to health care. It bought contraceptive maker Schering AG for $18 billion in 2006, Norway’s prostate cancer specialist Algeta ASA two years ago for $2.5 billion, and Merck & Co.’s consumer care unit, with brands such as Claritin, for $14 billion in 2014.

Pharmaceuticals have propelled revenue growth in recent years, outpacing the crop science business. A deal with Monsanto could give a boost to the agricultural side of the company, according to Baader Bank AG analyst Jacob Thrane.

“Monsanto’s portfolio would be a good fit and geographically would strengthen Bayer’s footprint in the U.S.,” Thrane said in a note to clients Thursday. “With Bayer’s new focus on healthcare and the agro business seeing synergies across biotech R&D, we view this approach in-line with the strategy.”

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