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Monsanto rejects Bayer's latest offer

June 13, 2016
Chemical Value Chain

Bayer AG’s bid to buy Monsanto Co. for more than $60 billion has hit an impasse that could pose a challenge for the blockbuster agriculture tie-up.

Bayer has offered to buy the U.S. seed giant for $62 billion including debt, or $122 a share, which Monsanto last month rejected as too low.

In an effort to bring Monsanto to the negotiating table, Bayer in recent days sent the company a letter saying it has lined up financing for the deal and is confident any regulatory obstacles can be overcome, according to people familiar with the matter.

It sought access to detailed business information, known as due diligence, which Bayer said could lead to a higher offer. Bayer didn’t increase its bid.

Monsanto, which considered the proposal little changed, responded by refusing to grant such access until Bayer raises its bid, the people said. Monsanto also told the German company that in addition to more money, it needs clarity on other matters including regulatory risks before agreeing to a deal, the people added.

Companies frequently engage in sometimes-tense negotiations before agreeing to combine.

Monsanto shares declined as much as 2% Friday afternoon after The Wall Street Journal reported on the stalemate. They recovered somewhat and closed at $109.20. Bayer shares earlier closed down 2.5% at EUR88 ($99) in European trading.

Bayer aims to seal a deal that would form the world’s largest supplier of crop seeds and chemicals and follow a brisk round of consolidation in the industry. St. Louis-based Monsanto, which failed last year in its effort to buy Swiss rival Syngenta AG, has indicated it is open to a deal with Bayer but hasn’t detailed terms it would accept.

The deal would combine Monsanto, the biggest seed provider with a leading position in biotech crop development, with Bayer, which has a robust lineup of pesticides but a smaller presence in major crops like corn and soybeans. Rivals Dow Chemical Co. and DuPont Co. are pursuing their own combination and Syngenta is working toward a $43 billion sale to China National Chemical Corp.

Bayer has secured more than $60 billion in debt financing for the deal from a handful of banks, people familiar with the matter have said. It would have to assume about $8 billion in Monsanto debt.

Bayer has also faced pushback from its own shareholders. The German company’s stock traded at roughly EUR100 before its bid surfaced last month, and the decline from that level is a sign some shareholders oppose the combination or worry Bayer will pay too much.

Others worry the tie-up would leave Bayer — a hybrid health care and agriculture giant — too exposed to crop-price swings.

After outlining its plan for the deal in late May, Bayer executives spent two weeks meeting with investors in Germany, the U.K. and the U.S. to pitch them on its merits.

“We have on social media the nice term ‘shit storm’ to summarize what the immediate feedback was,” Liam Condon, head of Bayer’s agricultural division, told the company’s staff in a meeting this week. Bayer filed a transcript of the meeting with U.S. securities regulators.

Some investors said they have come to see the long-term merits of a merger between the companies.

“What this does is undoubtedly make [Bayer’s] current crop-protection business much stronger,” said David Moss, head of European equities for F&C Management Ltd., part of BMO Global Asset Management.

By Jacob Bunge and Eyk Henning

Source: MarketWatch

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