Monsanto
© JOEL SAGET/AFP/GETTY IMAGESA protester campaigning against Monsanto
When he was appointed chief executive of the drugs and chemicals giant Bayer last month, after 28 years with the company, Werner Baumann told investors he saw "no need for a fundamental change in strategy". They expected him to continue the work of his predecessor, Marijn Dekkers.

In Teutonic style, he had cautiously repositioned one of Germany's industrial stalwarts in readiness for the next agricultural revolution. Gradually, Leverkusen-based Bayer had built up its crop science unit, developing pesticides and fertilisers, and engineering new seeds in the hope of capitalising on growing populations and a more unpredictable climate.

Dekkers envisaged a balanced portfolio of products, where chemicals for people, animals and increasingly plants would sit together, all benefiting from global trends. But Baumann, who had been strategy chief before taking the top job, had other ideas.

Despite announcing his support for what investors believed was a quite conservative strategy focused on bolt-on deals and research, just weeks into his tenure he has launched a blockbuster $62bn (ยฃ42bn) takeover bid for Monsanto, the American genetically engineered seed supplier.
biohazard
© AlamyBiohazards abound?
The move came as a huge shock to investors, who sent the company's stock tumbling 8pc the day the approach was revealed earlier this month. Not only did it appear counter to Bayer's culture, it also ran against the broader German aversion to international mergers.

Not since Daimler disastrously spent $36bn on Chrysler in 1998 had a German company put so much money down on the global deal table.That fiasco was unwound nearly a decade later with Chrysler sold to the turnaround fund Cerberus at a fraction of the price Daimler paid for it.

The costly failure was widely blamed on a failure to integrate the disciplined German and gung-ho American corporate culture, an analysis that has cast a long shadow over German businesses seeking international expansion.

Baumann's sudden emergence as a risk-loving big-time dealmaker took Monsanto by surprise, according to a senior US official. The agriculture secretary Tom Vilsack said last week that company chief executive Hugh Grant had been caught off-guard by Bayer's public $122 per share approach.

"I talked to Hugh Grant today and at the end of our conversation he pointed out that Bayer had made this offer and then made it public," Vilsack said. He added that the Scottish chief executive has said it was "surprising for a German company to be as open with 'here's what we are offering and this is why we're offering it'."

Baumann's first attempt at a bear hug bid, aiming to force his target into accepting his terms by making them public early on, has failed, however. Monsanto's board unanimously rejected the offer on Wednesday as "incomplete and financially inadequate", but invited Bayer to talk about a higher takeover premium.

It had offered 37pc more than the US giant's stock was worth before its interest was revealed. Baumann, the 53-year-old bespectacled archetype of corporate Germany, is now calculating his next move in a game of extremely high stakes: for both companies, their investors and the global food supply.

Moody's, the credit rating agency, summed up the scale of the financial challenge, saying that the level of borrowing Bayer plans to fund the deal - around 4.5 times its earnings before interest, taxes, depreciation and amortisation - would lead to a downgrade of multiple notches.

Even though Baumann's bid to bulk up for the battle to feed the world by tinkering with the genetic code of corn, rice and other crops has a "sound strategic rationale", the risks are high and the price is rich, Moody's said. "The transaction will give rise to significant execution, reputational and integration risks given its size both in terms of its monetary value and the scale of the operations acquired by Bayer," Moody's told clients in the global debt markets.

Monsanto's "profitability has come under some pressure owing to more challenging market conditions", it added, suggesting the valuation multiple of almost 16 times on offer from Bayer is already generous even before it potentially comes back to the table with a stronger bid.
protests
© SEBASTIAN REMME / ALAMYProtests held against GM food manufacturer Monsanto, outside Parliament
"We do not view the current risk/reward as attractive given the unknown cost of debt, unknown rights issue discount, unknown final Monsanto offer price and considerable risk of investor churn," City broker Liberum also warned. In the company's homeland, the bid is provoking protests for more than financial reasons.

Following the international "Frankenstein foods" controversy of the Nineties, Monsanto remains a target for anti-genetic modification campaigners, particularly in Germany where Green politicians are powerful. The newspaper Die Welt last week described Monsanto as "one of the world's most hated companies".

Surveys support that assessment. The idea that one of Germany's most respected companies - the inventor of aspirin, no less - could join hands with a company infamous for its aggressive treatment of the farmers who must rely on its seeds has sparked outrage in some quarters.

There is no shortage of dirt in Monsanto's 115-year history for campaigners to throw at the deal. It had a hand in the creation of the atomic bomb, the manufacture of the environmentally disastrous pesticide DDT and the Agent Orange herbicide used by the US Army in the Vietnamese jungle, causing birth defects.


big ag
© ALAMYApplying herbicide in Canada to rape seed
Campact, a Left-leaning German activist group, has already created a website opposing Baumman's plans for Monsanto. It says that the "monster" resulting from a merger would have too much power over the food supply and threaten the environment.

"Bayer stockholders are afraid that the bad reputation of Monsanto in a merger could rub off on Bayer," Campact claims in an appeal to German industrial pride already dented by the VW emissions scandal.

Bayer's own reputation as a decent corporate citizen has taken years to win back, following its wartime role producing the Zyklon B gas used by the Nazis to murder millions of Jews. Yet Baumann is apparently willing to risk it for what he says would be "substantial benefits" for farmers and society from a takeover, as well as to his shareholders.

Prof John Colley of Warwick University Business School, a veteran of the hostile takeover of the former FTSE 100 member British Plaster Board in 2005, said Bayer's chief executive may have thrown caution to the wind out of fear of being left behind in the industry's final stage of consolidation.

In the last few months, Bayer's crop chemical rivals DuPont and Dow Chemical agreed to merge, and ChemChina agreed to pay a very full price for Syngenta, another genetically modified seed supplier. "You do get a domino effect," said Colley. "Nobody wants to be left on the shelf."

None of the deals are yet complete, however, and regulators are seen as a major hurdle. Mr Vilsack, for instance, is viewed as a potential barrier to ChemChina's ambitions. As a former governor of Iowa, a breadbasket state, he might object to farmers becoming dependent on China for grain, it is claimed.

Colley also points out that both the Department of Justice and the European Commission have signalled a tougher tone recently after years of relatively liberal treatment for big mergers following the financial crisis.

For investors such as Royal London Asset Management, regulation is high on the list of threats to the deal. Fund manager Andrea Williams has said she would support Bayer paying a price of up to $135 per share, $13 more than the current offer.

She noted however, that under German rules, Baumann could offer as much as $150 without seeking shareholder approval. After sticking his neck out so far, so early into his tenure, retreat looks unlikely. "The most likely scenario is Bayer will acquire Monsanto but at a higher price," said Williams.

Colley agreed, suggesting Monsanto's description of the bid as "incomplete" probably reflected the US management wanting more details about the payoffs they will receive. "Bayer look like winning the prize, but may well regret this at leisure," Colley said. "It is probably a good bid to lose."