Bayer Shareholders Mostly Upbeat About Monsanto Deal

FRANKFURT—Bayer AG shareholders appeared cautiously optimistic Thursday after the company said it had sealed a landmark $57 billion deal to acquire U.S. seed maker Monsanto Co.

The German drugs and chemicals giant, which had been pursuing Monsanto for four months, Wednesday reached an all-cash agreement to acquire the U.S. firm at $128 a share. The price came as welcomed news for initially skeptical investors, who had predicted Bayer would need to raise its bid to between $130 and $135 a share to satisfy Monsanto's board.

The deal is valued at $66 billion, including debt. The companies expect the transaction to close by the end of next year.

"I was surprised that the price was cheaper than I thought," said Markus Manns, fund manager at Bayer shareholder Union Investment. He suggested that Monsanto may have been in a weaker negotiating position than many observers thought because of the weak North American crop market.

Bayer's share price rose Wednesday to an intraday high of €97.71 ($109.73) on news of the deal, but closed up just 0.3% at €93.55. The stock was down 1.5% in midday trading Thursday.

The "lower-than-expected deal price is likely to be well received [by investors], although the long period of closing is likely to cap significant upside in the Bayer shares through 2017," according to analysts at J.P. Morgan.

In addition to courting Monsanto this summer, Bayer Chief Executive Werner Baumann spent countless hours trying to convince his own investors that the deal would add value to the company. Many resisted, believing the takeover would prove too taxing for a drugs company, already straddled with high debt.

Bayer's net debt stood at €17.45 billion (about $20 billion) in 2015, more than double its net debt of €7 billion in 2011, before a string of acquisitions.

But so far investors seem to think that the lower-than-expected price, combined with the current lending environment, could allow it to reduce its debt relatively quickly.

"Deleveraging is doable," said Mr. Manns. He added that Mr. Baumann, who assumed the top job just two weeks before launching his bid for Monsanto in May, had shown himself to be "price disciplined" and not willing to pay any figure to close a deal.

"As it is funded primarily with money borrowed at very low rates, the deal should be accretive to Bayer," said Jim Nelson, a portfolio manager and Bayer investor Euro Pacific Capital Inc. in New York. "The combined company would control 30% of the overall seeds market, resulting in increased pricing power," he added.

Still, investors and analysts have noted that Bayer would have little flexibility to pursue other acquisitions. To generate cash, it may need to divest its majority stake in Covestro AG, a specialty plastics business that Bayer spun off last year, and its animal health unit, some investors said.

There is also concern over how a deal would reshape Bayer's portfolio, shifting it away from lucrative health care operations toward its agriculture business. Bayer's crop science division would comprise roughly half of overall group sales after an acquisition of Monsanto, compared with 30% in 2015. The health care business would then comprise roughly the other half of sales.

Last week, when Bayer increased its bid for Monsanto to $127.50 a share, some investors remained opposed to the deal. Greg Herbert, a fund manager at U.K.-based Jupiter Fund Management PLC, said then that Bayer would "be left with a highly geared balance sheet and the management effort to integrate the two businesses could easily lead to the larger pharmaceutical business being neglected."

Mr. Herbert said Thursday he had no further comment on the deal.

Before the integration process can begin, Bayer faces potential regulatory challenges that could hold up, or bar the deal altogether. Bayer and Monsanto have some overlapping businesses in the areas of cotton seeds and herbicides, which could force the companies to divest some of those units, analysts said.

The deal comes amid a wave of consolidation in the global agrochemical industry and as a number of rivals, including Dow Chemical Co., DuPont Co., Syngenta AG and China National Chemical Corp. face their own regulatory hurdles over planned tie-ups.

"There is a decent chance the deal will be rejected on antitrust grounds," said Mr. Nelson at Euro Pacific. "There has been a lot of consolidation recently, so regulators will be very reluctant to approve the deal."

Bayer and Monsanto Wednesday acknowledged they face regulatory issues but expressed optimism they could be easily addressed.

Write to Christopher Alessi at [e-mail]

(END) Dow Jones Newswires

September 15, 2016 09:25 ET (13:25 GMT)

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