Joon's Bio Pub: MBA Case Study_Bayer-Monsanto Acquisition

이번 글은 Corporate Finance 과목의 course paper로 한 학기 동안 진행한 프로젝트이다.

팀으로도 가능하지만 1. 친구가 없었고, 2. 경험상 그룹으로 진행하면 맡은 부분에만 집중하는 경향이 있어 전체를 아우를 수 있을 거란 기대, 3. 무엇보다 주말이라도 육아를 돕고자 조모임 왔다갔다 하는 시간을 아끼려고, 솔로팀으로 진행했다. 11개 팀 중 나 포함 두 명만 솔로팀으로 진행했다.

팀별로 지난 5년 이내의 인수건을 골라 진행하면 된다. 나는 BRIC 연재에서 몇 번 다룬 적 있는 농화학업계의 Bayer-Monsanto 건을 골랐다.

참고: 브릭연재 Bayer-Monsanto 관련 글

3개월 간 틈틈이 써왔고 지난 주말은 거의 책상에 붙어 있었다(이 글을 빌어 정말 육아에 고생이 많은 와이프님께 감사의 마음을 전한다).

리포트 전문을 옮긴다.

Caveat before reading:

1. I did not take the control premium into account. In reality, we should add the premium in a market acceptable range (e.g. 20%) on top of the business enterprise value derived from the Comparable company multiples (the control premium is already incorporated in the Comparable acquisition multiples and DCF methods). The concept is explained in another article in this blog: http://jinjjan.blogspot.com/2019/10/mba-notecorporate-financeintroduction_29.html

2. Suggested citation: Jin, Joon Yung, "Valuation of Monsanto Acquired by Bayer", December 9, 2019. Available at http://jinjjan.blogspot.com/2019/12/mba-case-studybayer-monsanto-acquisition.html

Valuation of Monsanto Acquired by Bayer

Dec 9^th 2019

Jin, Joon Yung

Introduction

In the chemical industry, years of 2015 to 2018 were monumental since big mergers and acquisitions were significantly changing the landscape. Reminiscing on their heydays back in early-mid 1990s, chemical companies sought sustainable cash stream beyond their portfolios. Materials for plastics and nylons had been commoditized and the market was saturated by many players. The companies suffered from decreasing revenues and profits in this competitive environment. Under the circumstance, most big players, such as DuPont and BASF, already had begun to tap the agriculture business as they saw this market was growing with various chemical applications.

Bayer is a global chemical company with history of 150+ years founded in Germany with revenue of $60 billion in 2015. It is well known with its signature pharmaceutical product, aspirin. The German company had run it business with pharmaceuticals and chemicals as its major sectors until it acquired a Belgium agriculture company, Plant Genetic Systems in 2001 founding Bayer CropScience. Bayer paid about $8 billion for Plant Genetic Systems which was the largest amount for an acquisition in Bayer’s history. In 2016, the company defined themselves as a life science company with three major segments, pharmaceuticals, consumer-health, and crop science. Bayer’s CropScience segment consists of crop protection and seeds, and in 2015 it represented 23% of Bayer’s net sales and 31% of earnings before interest and taxes (EBIT) as shown in Exhibit 1.

Monsanto, an agricultural biotechnology company, was founded in 1901 but established as a sole agricultural company being divested from Pharmacia Corporation in 2000. The US company ran its international business with revenue of $15 billion in 2015 and it represented the largest market share for seeds and crop protection products. Its main products are glyphosate herbicide (RoundUp) and the seed products conferred the glyphosate resistance by genetic engineering (RoundUp Ready).

As of 2016, the agriculture industry had witnessed several major consolidations (whether or not they were successfully completed). The industry was already dominated by a few big players (Exhibit 2), but the consolidation from 2016 occured even among the big players (Exhibit 3). Monsanto had announced its intention to acquire Syngenta, the 3rd largest agricultural company in sales, in 2015 (although the deal was failed), Dow Chemical and DuPont announced its merger in same year which was completed in 2017, and ChemChina offered an acquisition deal to Syngenta in 2016 which was also finalized in 2017. Amongst this drastic change in the industry, Bayer also showed its intent to acquire Monsanto in 2016 in the wake of the failure between Syngenta and Monsanto.

The German chemical company made an unsolicited offer to buyout Monsanto in May 2016. The initial offer price per share in May was $122 but was increased to $128 by September 2016 which is the actual price of the deal. Bayer closed $63 billion Monsanto takeover in June 2018. The motivation of Bayer for the acquisition might be to keep the competitors away from the largest agricultural company to secure and increase the market share in the industry. The crop protection (chemical products such as pesticides or herbicides) had shown the strong business activity while its seeds and traits business had relatively not (Exhibit 2). Monsanto was an appropriate company to bridge the gap since it possessed the front-running biotechnology business in agricultural industry across the world. In addition, they were both paving ways to digital farming with data platforms and the merger could provide them with a consolidated platform. On top of that, they were confident that the alliance between European and American companies should give them geographical merits such as diversified distribution channels, world-wide presence, and dealing with regulatory affairs in different countries.

In this study, I valuated Monsanto as of 2016 with three different methodologies: Comparable company multiples, comparable acquisition multiples and discounted cash flow. By doing this, I could compare the figures with the real dollar amount Bayer ended up paying, then could conclude whether or not it was in a reasonable range.

Results

Methodology 1: Comparable Company Multiples

To get the comparable company multiples, I used Monsanto’s peer group companies as of the end of fiscal year 2015. Since the agriculture industry had been consolidated by a few big chemical/biotechnology players as described above, I used four (4) companies which possessed relatively similar size in terms of sales and market capitalization with Monsanto (Exhibit 4). The revenue multiples ranged from 1.5 and 2.7, did the EBITDA multiples from 7.2 and 14.7 and the EBIT multiples ranged from 9.8 and 19.6. The median multiples were 2.3, 11.0 and 15.4, respectively. The financial results from operating of Monsanto on the annual report 2015 showed the sales of $10,244 million, EBITDA of $4,310 million, and EBIT of $3,500 million. Using those multiples and calculating the median of the enterprise values, this method came down to the business enterprise value (BEV) of $47,280 million of Monsanto (Table 1).

Table 1. Comparable Company Multiples Analysis of Monsanto BEV

Methodology 2: Comparable Acquisition Multiples

Although the industry showed the changing landscape, there had not been many precedent acquisitions for large target companies comparable to Monsanto before 2016. Due to this reason, I was only able to gather acquisition data in the industry with smaller companies which could still provide an insight for Monsanto’s deal. As seen in Exhibit 5, the revenue multiples ranged from 0.4 and 5.1, and did the EBITDA multiples from 3.6 and 23.7 and the EBIT multiples from 10.2 and 50.4. The median multiples of revenue, EBITDA and EBIT were 1.6, 11.3 and 15.3, respectively. Using those multiples and calculating the median of the enterprise values, Monsanto’s BEV was $48,662 million (Table 2).

Table 2. Comparable Acquisition Multiples Analysis of Monsanto BEV

Methodology 3: Discounted Cash Flow

Discounted cash flow (DCF) is based on future estimation of a firm’s cash flow. It uses detailed values taking specific factors into account, thus it can determine the intrinsic value of a business. However there are significant amount of assumptions in this methodology, so assumptions should be in correct ranges to induce the right value.

DCF method is composed of three major steps: Estimation of free cash flow (FCF), calculation of cost of capital, and analysis of BEV. To forecast the FCF of Monsanto, I first looked at the last five years’ earnings and cash flows of the company. Monsanto showed $10+ billion of net sales in all years and EBIT margin ranged from 20 to 25% (Exhibit 6). There were two business segments in Monsanto, Seeds and Genomics segment and Agricultural Productivity segment. The former is basically a seed business, and the latter is an agricultural chemicals business selling herbicides (mostly RoundUp products). Sales and EBIT of both segments are also shown in Exhibit 6. To estimate the future sales and EBIT, I used those segments as baselines. Then historical market sizes of those segments, i.e. global seed market and global herbicides market, in those years were investigated to calculate the average market shares of Monsanto in each segment (Exhibit 7, years 2011 to 2015). Monsanto represented 20.96% and 21.50% of market shares in average in seed and herbicides fields respectively. The market shares did not vary a lot (with standard deviations of 0.01 and 0.02) and would remain as such in the future, i.e. Monsanto’s market position would not be changed significantly as the industry was dominated with a few players and new companies were to be acquired by the players and also Monsanto kept investing in research and development constantly on top of their current competitive edges as other players. Therefore I decided to use the average market shares in each segment to estimate the sales of Monsanto for the next five years by 2020 with the market sizes projected by reports (Research and Markets, 2017, Markets and Markets, 2017, and Transparency Market Research, 2015). The results are shown in years 2016 to 2020 in Exhibit 7 and Exhibit 8. Based on the sales estimation, EBIT was also forecasted. EBIT margin was assumed to stay similar in the future as the historical EBIT margins varied in a small range. So I used average EBIT margin of last five years which is 22.86% to forecast the next five. With the effective income tax rate of Monsanto in 2015 which was 27%, the EBITs were utilized to calculate the unlevered net income.

Next steps to compute the FCF for the future were estimating depreciation and amortization, capital expenditure (CAPEX), and working capital. Since they showed even Ratio to Sales in the past, I envisioned that their investments in assets, which is in turn reflected in depreciation and amortization and CAPEX, would be grow at the same rate as sales. This was also applied to working capital estimation based on the assumption that Monsanto had managed current assets and current liabilities roughly according to the sales. Using all these figures based on ratio to sales with the unlevered net income, I finally resulted in the forecasted unlevered FCF of 2016 to 2020 (Exhibit 8).

Before moving forward to have the present values in 2015 of the unlevered FCF, the terminal value beyond 2020 should be added. In general, two methods are used to get the terminal value of a firm: Perpetuity method and Multiple method. In perpetuity method, the terminal growth rate of 4% was used which is a nominal value of the long-term gross economic growth of the United States (source: OECD) then the terminal value derived from this method was $99,777 million. With the discount rate which will be described below, the net present value (NPV) of Monsanto’s free cash flow and the terminal value was $80,960 million. In multiple method, EBITDA multiple and EBITDA multiple of the comparable companies in Table 1 were multiplied by estimated EBIT in 2020 here to calculate the terminal value of the firm. Those were $69,483 million and $81,691 million with the average value of $75,587 million. The NPV with this terminal value represented $63,943 million. Two NPVs were averaged into $72,452 million that is the final BEV of Monsanto using the DCF methodology (Exhibit 8). Below is the summary of assumptions used for the DCF.

· Sales forecast: Average of historical market shares in each segments was applied to global market size forecasted by market reports.

· EBIT forecast: Average of historical EBIT to sales ratio was applied to forecasted sales.

· Depreciation and Amortization, CAPEX, and NWC: Average of historical each values to sales ratio was applied to forecasted sales.

· Terminal growth rate in Perpetuity method: The terminal growth rate of 4.0% was used which is a nominal value of the long-term gross economic growth of the United States expected by OECD.

· Terminal value multiples in Multiple method: EBITDA multiple of 11.0 and EBIT multiple of 15.4 (in Table 1) were multiplied by estimated EBITDA and EBIT in 2020 respectively.

As described above, the discount rate was deployed here to calculate the present value of the company. The cost of equity and cost of debt were used to compute the weighted average of cost of capital (WACC). First, the market value of equity and debt were analyzed. The market value of equity equals to the market capitalization and Monsanto had $46 billion of market capitalization at the end of 2015. Per the market value of debt, the book value of debt (total of short-term and long-term debt) was used as a proxy and that was $9,044 million in 2015. The debt to equity ratio was 20%. The ratios of equity and debt to enterprise value were 0.84 and 0.16 respectively.

Next, the cost of equity was calculated. The risk free rate used here is 2.27% which is the U.S. treasury bond rate in 2015. And the equity risk premium in 2015 for the S&P 500 of 6.12% was used (Damodaran, 2019). Monsanto’s beta at the acquisition announcement was 0.96 (TheStreet, 2016). With those figures and the capital asset pricing model (CAPM), the cost of equity of 8.15% was derived. Next, the cost of debt was assumed with Monsanto’s credit rating. The S&P credit rating of Monsanto was BBB+ in 2015. I was not able to obtain the bond rate of BBB+ for 2015 but the rates of BBB and A were 4.43% and 3.16% (source: YChart). With the assumption of equal spread between ratings (I divided the difference in rates of BBB and A by three (3) as there are two grades between them: BBB+ and A-. The result value of 0.42% was used as the equal spread, then 0.42% was subtracted from BBB’s rate of 4.43% to estimate the rate of BBB+), the bond rate of BBB+ was computed and resulted in 4.01% which is the cost of debt used in this study. Using the effective tax rate of 27% as described above and also with the weights of equity and debt, I finally derived the WACC of 7.29%. Again, at this WACC as the discount rate, the final BEV of Monsanto using the DCF methodology represented $72,452 million.

Synergies and Final Valuation

Estimating synergies can be done with two key aspects: Cost savings and Sales synergies. Generally it is implied that target company captures all the values from synergies thus the acquisition price would reflect it. Baseline of this study to start is the fact that Monsanto was a giant in seeds market while Bayer was more inclined to chemical products. According to the Bayer’s presentation to investors, they would have annual sales synergies of ~$200 million targeted as of 2022 generated from broader product portfolio and greater geographic footprint by combining sales forces and infrastructure. Although this number represents a small portion of sales sum of both companies which was $25,000+ million in the relevant segments, I assumed there would be no synergies from sales since many of their product portfolio, e.g. target crops and target regions, were overlapped at that time and even cannibalization would be expected, so those synergies would be offset in term of sales. Mckinsey & Company (2018) noted that three dimensions should be taken into account to estimate the sales synergies, where, how, and what to sell, but again I assumed those dimensions would be offset by the factors above then would end up with just the additive effect not the synergies.

I rather assumed those merits would flow into the cost saving synergies. Before beginning calculation, I took a look at the Bayer’s investor presentation and they said annual cost synergies of ~$1 billion targeted as of 2022. When I simply applied 60% of this $1 billion to the EBIT of 2020 (as about 60~70% of $1 billion in cost savings would be achieved according to their data), the present value of $10 billion was added by the DCF method (thus up to $82 billion of BEV in DCF) . Generally acquirors are too optimistic to estimate the positive effect of M&As, I decided not to follow this number but to estimate the cost savings on my own. I first focused on research and development (R&D) expenses. The accounting rules for R&D expenses are different between US GAAP and IFRS particularly with the fact that this acquisition is between the US and the European ones, but I followed US GAAP rule, i.e. all the R&D costs are regarded as expenses not assets. As noted, Monsanto possessed strong competitiveness in crop biotechnology (and their seed products were generated from it), I expected that Bayer’s R&D on seeds would harness Monsanto’s capabilities. Bayer CropScience had ten (10) R&D sites across the world. Among them, five (5) sites were working on the seed research (Table 3).

Table 3. Bayer CropScience’s Global R&D Sites

I assumed those five sites represents a half of total R&D expenses (five out of ten sites) of Bayer CropScience and could save 10% of their R&D costs following the acquisition. Exhibit 9 shows a part of Bayer CropScience’s income statement in 2015 which was used to calculate the R&D cost savings. In result, total annual R&D expense of $72.42 million (€54.45 million) was expected to be saved. Another cost savings could come from selling, general and administrative expenses (SG&A). The savings in SG&A can be achieved by reducing redundant staff members, consolidating vendors, rent savings, or merging infrastructures. However, it was difficult to find specific data on this for the two companies, I assumed that 5% of Monsanto’s annual SG&A would be saved which was $134.3 million (Exhibit 9).

In total, about $206.72 million of annual cost savings could be achieved from R&D and SG&A, and this represented 5.9% of EBIT of Monsanto in 2015. Therefore the EBIT margin would increased from 22.86% to 24.86%. I applied this EBIT margin of 24.86% back to DCF to re-estimate EBITs in the future then finally the BEV of Monsanto from synergies was $79,611 million as opposed to the standalone firm’s BEV of $72,452 million. Thus the synergies from this acquisition is $7,159 million (Exhibit 10). Again, in this study, Monsanto was assumed to capture all the values from synergies.

Finally I calculated the common stock fair market value of Monsanto at the announcement time. Monsanto’s interest bearing debt (IBD) of $9,044 million in 2015 was subtracted from BEVs from three methodologies. Then to derive the common stock fair market value, the synergies of $7,159 million were added to pre-discount implied equity market value from comparable company multiples and DCF methodologies, but not to comparable acquisition multiples as this methodology already implies the synergies. Averaging the values from three methods, the final common stock fair market value was $51,860 million. Considering the number of shares outstanding of 481.4 million, the fair market value per share ended up with the price of $108 per share (Exhibit 11, top) with the premium of 12.7% as of 2015 or 21.0% as of May 2016 (the controlling premium was ignored in this study).

Discussion and Conclusion

The share price of $108 derived in this study is less than the actual price Bayer offered which is $122 in May 2016 then increased to $128 in September 2016. As of one days before each announcement, the premium in May and September offers are 40% and 44%. This discrepancy might be caused by what methodologies they used to calculate Monsanto’s value. Now that Bayer’s patents on two top-selling drugs from HealthCare business sector were to be expired from 2023 and Bayer reportedly said the acquisition would cushion a possible drop in pharmaceutical revenues, it is probable that they relied more on DCF method valuing on earnings than the other two methods. When I put weights for the result of DCF with 70% and 15% each for the other two methods, the value actually converged to $62,149 million in common stock fair market value and stock price of $129 per share (Exhibit 11, bottom) which is closed to the actual price of the deal (under the assumption that all the synergies to be paid to Monsanto). Another possible cause that drew the discrepancy is the optimistic projection from Bayer for synergies. It was difficult to see how much synergies they exactly assumed for the years in this study, but given the fact that they expected $1.2 billion in annual synergies from both sales and cost targeted as of 2022 and if this figure was reflected in the terminal value, the value of the firm would increase significantly.

Otherwise, it could be a dawn of big M&As in the agricultural biotechnology and chemicals field. A partner at investment bank The Valence Group in 2017 was quoted as saying “15x EBITDA really is the new 10x.” describing recent big M&As in chemical industry. Along with that, Bayer’s offer price actually was 15.8x EBITDA of Monsanto, and another big acquisition of the Swiss giant, Syngenta, by ChemChina in 2017 with $43 billion purchase also had the EBITDA multiple of 17.5. Given that there had been few comparable M&As with the scale as big as Monsanto or Syngenta before 2016 and that the EBITDA multiples in this study were 11.3 (industry median), the mega trend of consolidation in this business might have been forced buyers to pay more than they had used to do.

In 2019, in the wake of the finalization of the deal in June 2018, the media say it is one of the worst corporate deals so far (The Wall Street Journal, 2019). Unfortunately right after the deal, glyphosate the chemical of Monsanto’s RoundUp herbicide brought pushbacks to Bayer. Within weeks of the deal closing, Bayer lost a lawsuit alleging glyphosate causes cancer. And the effect might have been cascaded into Bayer’s pharmaceutical business. The consumer sentiment to a drug company, no matter what business segment is involved, could be seriously jeopardized when it comes to a safety issue. As noted above, the deal was aimed to cushion the expiration of cash cow drugs’ patents of Bayer. Now it turned out that the deal draws an unexpected ripple effect to the conglomerate. It was noted above that there would be cannibalization among Monsanto’s and Bayer’s products portfolio from the acquisition in the CropScience segment. But I did not even anticipate the negative effect would occur even against another business segment. Nevertheless, putting aside the fact if the glyphosate allegation was transparently shared with Bayer management by Monsanto’s due diligence during the deal, this does not mean the valuation Bayer made was significantly off target as the recent bad news are from external factors which are hard to control for the company. We will see whether Monsanto’s value of $63 billion would pay off or not to Bayer CropScience in next few years.

Appendix: Hindrances of Calculation

It was difficult to gather all the exact figures from public sources, so I made lots of assumptions. For example, in the calculation of cost of debt, I used the bond rate of BBB+ based on the assumption of uniform spread between S&P ratings since I could only find the bond rates of A and BBB as described above. Another examples are terminal growth rate and cost saving effects. Those were especially difficult because the BEV was sensitively changed with those assumptions (see the sensitivity analysis in Exhibit 12). With the reasonable approaches I tried and searching bunch of reports and articles for the industry, however, I made my best estimates in the study.

References

[Background Industry and Market Information]

The companies’ annual reports and 10-Ks.
“Nufarm: Looking for chemistry”, Macquarie Research, March 2017.
“Seeds Market: Global Industry Trends, Share, Size, Growth, Opportunity and Forecast 2017-2022", Research and Markets, April 2017.
“Herbicides Market by Type (Glyphosate, 2, 4-D, Diquat), Crop Type (Cereals & Grains, Oilseeds & Pulses, Fruits & Vegetables), Mode of Action (Non-selective, Selective), and Region - Global Forecast to 2022”, Markets and Markets, February 2017.
“Global Herbicides Market will Continue to Expand despite Growing Demand for Organic Farming”, Transparency Market Research, November 2015.
Ruth Bender, “How Bayer-Monsanto Became One of the Worst Corporate Deals—in 12 Charts”, The Wall Street Journal, August 2019.
John Chartier, Alex Liu, Nikolaus Raberger and Rui Silva. “Seven Rules to Crack the Code on Revenue Synergies in M&A”, McKinsey & Company, October 2018.