German drugs and chemicals giant Bayer has made a formal offer for US seeds company Monsanto, offering $62bn (£42.7bn) in a deal that will create the world's biggest agricultural supplier.
Bayer said the all-cash offer for $122 was "immediate and certain value at a substantial premium for Monsanto shareholders", of 37 per cent above the closing share price of $89 on 9 May and 33 per cent above the six-month average.
The deal, for the whole of the company, will boost core earnings "by mid-single digit percentage in the first full year after closing and double-digit percentage thereafter", the firm added.
Bayer's share price fell 3.4 per cent on the news.
"We have long respected Monsanto's business and share their vision to create an integrated business that we believe is capable of generating substantial value for both companies' shareholders," said Werner Baumann, chief executive of Bayer.
"Together we would draw on the collective expertise of both companies to build a leading agriculture player with exceptional innovation capabilities to the benefit of farmers, consumers, our employees and the communities in which we operate."
Bayer said it was "highly confident in its ability to finance the transaction based on advanced discussions with and support from its financing banks, BofA Merrill Lynch and Credit Suisse".
The deal will be financed through a combination of debt and equity. The expected equity portion represents approximately 25 percent of the transaction's enterprise value, and is expected to be raised primarily via a rights offering.
Both Bayer's management board and supervisory board have unanimously approved the proposal.
Bayer has also published its private letter, sent to Monsanto on 10 May 10. Read it in full below.
| Dear Hugh,
Thank you for taking the initiative to arrange the recent meeting between us on April 18, 2016. I appreciated the opportunity to hear your views on the value of a globally integrated agriculture platform and your vision that a combination of Seeds & Traits, Crop Protection, Biologics, and Digital Farming would be a winning formula. On behalf of Bayer, I am pleased to provide this letter to you to confirm our strong interest in a business combination with Monsanto. As you mentioned, a Monsanto and Bayer combination offers the best strategic fit in the industry. Additionally, we believe this combination offers a unique and compelling opportunity to maximize value for both our companies' shareholders. This letter outlines the terms of our proposal, which has been unanimously approved by our Board of Management and has the support of the Chairman of our Supervisory Board.
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. Additionally, we would also combine our research and development capabilities, creating an innovation powerhouse to develop solutions for farmers around the world.
Our Proposal Price: We are prepared to acquire all of the issued and outstanding shares of Monsanto for $122 per share in cash. We believe this all-cash offer presents Monsanto shareholders the best opportunity to maximize the full value of their shares immediately, with certainty. Our offer represents: – A premium of 37% over the closing share price on May 9, 2016 – A premium of 36% over the three-month volume weighted average share price – A premium of 33% over the six-month volume weighted average share price – A last twelve months EBITDA multiple of 15.8x as of February 29, 2016 Our proposal fully values Monsanto including its pipeline and also shares the benefits of the combination, the very benefits you outlined in detail in your proposed transaction with Syngenta.
Financing: Our all-cash offer provides transaction certainty and would not be subject to a financing condition. Together with our financial advisors, BofA Merrill Lynch and Credit Suisse, we have engaged in an extensive analysis of the potential financing options available to Bayer and we are highly confident in our ability to secure full financing commitments prior to announcement. Our financial advisors have provided us with highly confident letters for the proposed transaction.
Regulatory: Bayer has a highly successful track record working together with global authorities to gain regulatory approvals, given our prior acquisition experience including Aventis CropScience, Schering AG, and Merck Consumer Care. Together with our legal advisor, Sullivan & Cromwell LLP, we have analyzed the potential regulatory aspects and are very confident that we will be able to obtain all necessary approvals in a timely manner.
Integration: We have extensive experience in successfully integrating acquisitions from a business, geographic, and cultural perspective. We foresee no impediments to effectively integrating our respective organizations, especially given our complementary business segments, geographies, and success-driven cultures. We would propose that the new global Seeds & Traits and North American commercial headquarters, as well as the research and development center for Seeds & Traits be based in St. Louis, Missouri. Additionally, we anticipate Digital Farming for the combined company would be based near San Francisco, California. We will provide meaningful additional opportunities for employees of both companies.
Timing: Bayer is prepared to move expeditiously to complete customary due diligence, negotiate and execute definitive transaction documentation, and announce the proposed combination. Given the significant time and resources we have already devoted to analyzing this potential combination, we can complete this process quickly, with minimal disruption to Monsanto's business or its employees. Additionally, given the substantial benefits of the combination, we believe that it is important that both of our companies commence negotiations immediately.
This letter is being submitted to you on the understanding that its contents will be kept confidential and will not be disclosed to any person other than Monsanto's Board of Directors, senior officers, and financial and legal advisors. The proposal outlined in this letter is based on publicly available information and any transaction would be subject to our satisfactory due diligence review, the negotiation and execution of mutually satisfactory definitive transaction documentation, and other usual and customary conditions for transactions of this nature.
We completely agree with the vision of an integrated crop solution strategy you described during our meeting on April 18, 2016. Additionally, we are convinced that a business combination between Monsanto and Bayer represents a unique and truly compelling opportunity to create a global leader in agriculture. We believe that our proposal maximizes immediate value and provides certainty for Monsanto shareholders while creating significant benefits for farmers, employees and our communities. As a result, we are fully committed to completing this transaction. Our strong preference is to engage in a constructive process and work together to achieve a mutually beneficial outcome.
We remain at your disposal, and that of your Board of Directors, to address any questions you may have and we appreciate and look forward to your consideration and timely response.
Werner Baumann Bayer AG Chairman of the Board of Management
Liam Condon Bayer AG President Crop Science Division