Bayer AG (BAYRY), the German pharmaceutical and life sciences company, has completed the $63 billion acquisition of U.S. agriculture giant Monsanto to create the world’s biggest agrochemicals firm with the merged company losing the Monsanto name.
Bayer (BAYRY, +0.03%) announced in a statement that it had received all the necessary regulatory approvals to buy Monsanto, and that they would retire the 117-year-old Monsanto name.
“Bayer will remain the company name. Monsanto will no longer be a company name. The acquired products will retain their brand names and become part of the Bayer portfolio,” the statement said.
“The acquisition of Monsanto is a strategic milestone in strengthening our portfolio of leading businesses in health and nutrition. We will double the size of our agriculture business and create a leading innovation engine in agriculture, positioning us to better serve our customers and unlock the long-term growth potential in the sector,” said Werner Baumann, Chairman of the Board of Management of Bayer AG.
Bayer announced its intention to acquire Monsanto in May 2016 and signed an agreement with the U.S. company for 128 U.S. dollars per share in September 2016.
Currently that corresponds to a total cost of approximately 63 billion U.S. dollars taking into account Monsanto’s debt outstanding as of February 28, 2018.
In connection with the comprehensive regulatory approval process, Bayer has agreed to the divestiture of businesses which generated 2.2 billion euros in sales in 2017 for an aggregate base purchase price of 7.6 billion euros.
Including Monsanto and taking the divestitures into account, the health and agriculture businesses would have been roughly equal in size in 2017, with total pro forma sales of around 45 billion euros including combined Crop Science sales of around 20 billion euros. In 2017, both companies together employed approximately 115,000 people, accounting for the divestments, the company said.
The acquisition is anticipated to generate significant value. Bayer expects a positive contribution to core earnings per share starting in 2019. From 2021 onward, that contribution is expected to be double-digit percentage. Moreover, adjusted for divestments, Bayer expects synergies to deliver annual contributions of 1.2 billion U.S. dollars to EBITDA before special items as of 2022.
In order to acquire Monsanto, Bayer secured initial bridge financing of 57 billion U.S. dollars. As announced in September 2016, this is being refinanced by a combination of equity and debt transactions, some of which have already been completed. The final equity measure will be a rights issue, which was announced yesterday.
Bayer will become the sole shareholder of Monsanto on June 7. According to the conditional approval from the United States Department of Justice, the integration of Monsanto into Bayer can take place as soon as the divestments to BASF have been completed. This is expected to be in approximately two months. “We have diligently prepared for the upcoming integration over the past two years. Our extensive experience in integrating other large companies has proven that we can and will be successful,” said Baumann.
Bayer will remain the company name. Monsanto will no longer be a company name. The acquired products will retain their brand names and become part of the Bayer portfolio.
“Innovation is vital to produce more healthy, safe and affordable food for a growing population in a more sustainable manner. The combination of the two businesses will allow us to deliver more innovation faster and provide solutions tailored to the needs of farmers around the world,” said Liam Condon, Bayer Board Member and President of the Crop Science Division. “Going forward, our teams in the labs and in the field will be able to take a much more holistic approach to innovation as we address the enormous challenges we face in agriculture.”
Including Monsanto and taking the divestitures into account, the total R&D investment of Bayer in 2017 would have been around 5.7 billion euros. Of that, 2.4 billion euros would have been spent in the combined agriculture business on a pro forma basis.
Bayer said it is fully aware of the heightened responsibility that a leadership position in agriculture entails. The company will continue to further strengthen its commitment in the area of sustainability. As a leader, Bayer is fully committed to upholding the highest ethical and responsibility standards, strengthening access to health and nutrition, and further reducing its environmental footprint. “We will apply the same rigor to achieving our sustainability targets as we do to our financial targets,” said Baumann.
Bayer also said it is also committed to further enhancing stakeholder engagement. Baumann said: “We aim to deepen our dialogue with society. We will listen to our critics and work together where we find common ground. Agriculture is too important to allow ideological differences to bring progress to a standstill. We have to talk to each other. We need to listen to each other. It’s the only way to build bridges.”
Note that certain statements contained in Bayer’s communication of the Monsanto acquisition may constitute “forward-looking statements”. Actual results could differ materially from those projected or forecast by Bayer and it’s officials in the forward-looking statements.
Acquirers don’t typically change the names of the companies they’re buying when it’s as well-recognized to its customers as Monsanto is, but in this case, it may be the best option. Here’s why.
While the merged company will lose the Monsanto name, Bayer will be inheriting each and every lawsuit attached to the company. Around 4,000 suits have been filed against Monsanto in the US alone with some 2,000 legal hearings still pending.
One of the biggest trials, scheduled in June, is based on allegations that the company had been suppressing the cancer risk of Roundup, its herbicide glyphosate, for decades. The pesticide Roundup is probably the best-known pesticide among non-specialist audiences. In 2017, California listed its active ingredient, glyphosate, as a chemical known to cause cancer. Later that year the EU parliament voted in a non-binding resolution to ban the pesticide by 2022, though the chemical was later given a new five-year license.
Monsanto was established in 1901 as a chemical business, and has found itself at the center of some of the biggest controversies of the 20th and 21st centuries. The chemical Agent Orange, which was weaponized and demonized during the Vietnam era, was produced under the name Monsanto. The company was also among those that produced DDT, a now-banned pesticide. In recent years, the name has become virtually synonymous with Genetically Modified Organisms (GMOs) and the target of much of the protest against them.