Bayer’s annual report states that the main parameters used to manage the group “are the cash value added and cash flow return on investment”. In the documents relating to its $122/share bid for Monsanto, shareholders are instead promised accretion in earnings per share and a likely upward re-rating. Alarm bells are ringing; its shares are down 14 per cent in just over a week.
The German group is offering a $14bn premium over Monsanto’s undisturbed equity value, all in cash. It expects cost savings of $1.5bn a year within three years. Taxed and capitalised, they are worth perhaps $10bn. If Monsanto forces a higher offer, that gap will widen; at $125 a share, the shortfall approaches $6bn.
Bayer has historically struggled to generate returns on invested capital that exceed the cost of that capital. Managers have promised this deal will do so within three years. Shareholders, facing a cash call of over €13bn ($14.5bn), are right to be concerned.
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