Bayer's $62 Billion Monsanto Takeover Bid Spooks Investors

Bayer AG offered $62 billion to buy Monsanto Co., deepening investor concern that it’s stretching its finances to become the world’s biggest seller of seeds and farm chemicals.

The May 10 written proposal to Monsanto offered $122 a share in cash, the Leverkusen, Germany-based company said in a statement on Monday. Bayer’s stock dropped as much as 3.6 percent, extending losses since the potential deal was first revealed. Monsanto shares posted muted gains, rising to $110 in premarket trading in New York, signaling that investors remain skeptical about the deal.

“The disclosed price is at top end of the limit and just about works out,” said Markus Manns, who oversees almost $300 million at Union Investment GmbH, including Bayer shares. “Should it rise any further, which appears probable, the takeover will become increasingly unattractive.”

The proposal gives investors insights into Chief Executive Officer Werner Baumann’s style and ambitions as he attempts to pull off the biggest corporate takeover ever by a German company after less than a month at the helm. Buying St. Louis-based Monsanto would give Bayer a controversial pioneer of crop biotechnology. The kind of genetically modified seeds that Monsanto started to sell two decades ago now account for the majority of corn and soybeans grown in the U.S.

Rights Offer

The two companies are engaged in “constructive discussions,” the CEO said.

The offer, which values Monsanto’s equity at about $53 billion, represents a 37 percent premium to the May 9 closing price. The payment would be funded with a combination of debt and equity, with about $15.5 billion coming from selling shares to existing investors. Bayer doesn’t envisage selling any assets to fund the purchase, Baumann said.

China National Chemical Corp., or ChemChina, won over Syngenta AG in February by valuing the Swiss company at more than 16 times earnings before interest, taxes, depreciation and amortization, Susquehanna Financial Group analyst Don Carson said in a note Thursday. A similar multiple means Bayer would need to offer $145 a share for Monsanto, he wrote then, a price that would value the U.S. company’s equity at $63 billion.

‘Uneducated Reaction’

Bayer fell 3.4 percent to 86.48 euros, the lowest since October 2013, as of 1:03 p.m. in Frankfurt. The stock plunged by the most in seven years on Thursday when it confirmed having made an offer, without disclosing the financial details. Monsanto hasn’t responded to the offer publicly, beyond saying that it was reviewing the terms.

“What we saw last week was an uneducated reaction in the media and the press because we did not communicate the details of our proposal,” Baumann said on a conference call on Monday. “We are utterly convinced of the rationale” of the proposal.

A deal would add to core earnings per share by a mid-single-digit percentage in the first full year after completion, and a double-digit percentage thereafter, Bayer said. The German company also expects earnings to be bolstered by savings of about $1.5 billion from the fourth year following the deal.

Monsanto said on Thursday it was consulting financial and legal advisers. In a note to clients, Citigroup Inc. analysts Peter Verdult and Andrew Baum said they “would be surprised if Bayer’s first proposal was accepted outright.”

Abandoning Name

Bayer would likely abandon the Monsanto name after the purchase, like it has with previous acquisitions, according to a person familiar with the matter. This could help distance the enlarged company from Monsanto’s reputation, the person said.

The offer marks a reversal of roles for Monsanto. The company previously sought to buy Swiss pesticide maker Syngenta AG, but abandoned the $43.7 billion bid in August after the other company refused to agree to a deal.

The crop and seed industry is being reshaped by a series of large transactions. China National Chemical Corp. agreed in February to acquire Syngenta for about $43 billion. Meanwhile DuPont Co. and Dow Chemical Co. plan to merge and then carve out a new crop-science unit.

Bank of America Corp. and Credit Suisse Group AG are advising Bayer and support the financing of the deal, while Rothschild has been retained as an additional financial adviser.

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