Bayer Ups Monsanto Bid by $3 per Share

After engaging it what it said were “private talks” with US agribusiness giant Monsanto over the past weeks and “receiving additional information,” Bayer has raised its takeover offer for the company from $122 to $125 per share. At the same time, it has proposed a $1.5 billion reverse antitrust break fee, which it said reaffirms its confidence of a successful closing.

The revised offer represents a premium of 40% over Monsanto’s closing share price on May 9, 2016, Bayer said.  “We are convinced that this transaction is the best opportunity available to provide Monsanto shareholders with highly attractive, immediate and certain value. Bayer is fully committed to pursuing this transaction,” CEO Werner Baumann remarked.

The Leverkusen-headquartered company, which is concentrating on life sciences following the spin-off of its MaterialScience business into Covestro in autumn of last year added that the revised offer also “retains compelling value creation potential” for its own shareholders.”

Bayer said it has “comprehensively addressed “Monsanto’s questions concerning financing, revealing that a Syndicated Loan Facility Agreement sufficient to provide the entire transaction financing is ready and prepared to be co-underwritten by five banks (BofA Merrill Lynch, Credit Suisse, Goldman Sachs, HSBC and JP Morgan).

The company said it had also discussed regulatory matters with Monsanto. Without being specific, it said it would be prepared to “make certain commitments to regulators, if required, to complete the proposed acquisition.” In the past, speculation has focused alternatively on its divesting the animal health or radiology businesses or selling additional shares in Covestro.

Bayer did not disclose whether it had actually been able to look at the takeover target’s books, which it insisted up to now would be a requirement for upping the ante. It stressed however, that it “remains fully committed to pursuing this transaction.”

At the end of June, Monsanto CEO Hugh Grant said the company was holding talks with other companies in addition to Bayer. A day before Baumann’s disclosure of the higher offer, Monsanto was rumoured to have revived earlier talks with BASF about buying the German chemical giant’s agricultural solutions business, which develops seed traits that are marketed by the US giant.

In reaction to the latest announcement, analysts told news agencies that at a price of $125 per share they doubted Monsanto shareholders would put pressure on the company’s management to strike a deal. One portfolio manager said he would prefer the mooted deal with BASF, as Monsanto would remain in the driver’s seat, and he would not like to see the US company fall into the other hands.