Bayer and Monsanto have announced today that they have reached a definitive merger agreement.
Under the terms of the agreement Bayer will acquire Monsanto for $128 USD per share in an all-cash transaction. This has been unanimously approved by Monsanto’s Board of Directors, Bayer’s Board of Management and Bayer’s Supervisory Board.
“We are pleased to announce the combination of our two great organizations. This represents a major step forward for our Crop Science business and reinforces Bayer’s leadership position as a global innovation driven Life Science company with leadership positions in its core segments, delivering substantial value to shareholders, our customers, employees and society at large,” said Werner Baumann, CEO of Bayer AG.
“Today’s announcement is a testament to everything we’ve achieved and the value that we have created for our stakeholders at Monsanto. We believe that this combination with Bayer represents the most compelling value for our shareowners, with the most certainty through the all-cash consideration,” said Hugh Grant, Chairman and Chief Executive Officer of Monsanto.
The combination of Seeds & Traits from Monsanto, the Climate Corporation platform, and Bayer’s Crop Protection line forms a comprehensive company. Growers should see benefit from a broad set of solutions across the growing season. By combining the two R&D platforms the annual research budget will be approximately 2.5 billion EUR, making it possible to accelerate innovation and provide an optimized product suite supported by digital farming applications.
“The agriculture industry is at the heart of one of the greatest challenges of our time: how to feed an additional 3 billion people in the world by 2050 in an environmentally sustainable way. It has been both companies’ belief that this challenge requires a new approach that more systematically integrates expertise across Seeds, Traits and Crop Protection including Biologicals with a deep commitment to innovation and sustainable agriculture practices,” said Liam Condon, member of the Board of Management of Bayer AG and head of the Crop Science Division.
Bayer intends to finance the transaction with a combination of debt and equity. The equity component of approximately USD 19 billion is expected to be raised through an issuance of mandatory convertible bonds and through a rights issue with subscription rights. Bridge financing for USD 57 billion is committed by BofA Merrill Lynch, Credit Suisse, Goldman Sachs, HSBC and JP Morgan.
Bayer has a proven track record of disciplined deleveraging after large acquisitions and believes that the strong cash flows of the combined business will contribute to improving its financial profile. Bayer targets an investment grade credit rating post-closing and is committed to the single “A” credit rating category over the long-term.
“We are entering a new era in agriculture – one with significant challenges that demand new, sustainable solutions and technologies to enable growers to produce more with less. This combination with Bayer will deliver just that – an innovation engine that pairs Bayer’s crop protection portfolio with our world-class seeds and traits and digital agriculture tools to help growers overcome the obstacles of tomorrow. Together Monsanto and Bayer will build on our proud tradition and respective track records of innovation in the agriculture industry, delivering a more comprehensive and broader set of solutions to growers,” said Grant.
The agreement is subject to customary closing conditions. Finalization is expected by the end of 2017.
Officials with Bayer AG and Monsanto Company held a press conference this morning on the announced merger agreement.
Participants in the press conference included Werner Baumann, CEO of Bayer AG; Hugh Grant, Chairman and Chief Executive Officer of Monsanto (both pictured here); and Liam Condon, head of the Crop Science Division.
Download and listen here: [wpaudio url=”http://traffic.libsyn.com/zimmcomm/bayer-monsanto-deal-1.mp3″ text=”Press conference on Bayer-Monsanto deal – opening comments”]