Select Page
Bayer $BAYN and Monsanto $MON to Merge Creating $66B Global Agri-Chem Leader

Bayer $BAYN and Monsanto $MON to Merge Creating $66B Global Agri-Chem Leader

Bayer’s original offer in May of $122 a share. The merger will create a global agriculture leader, while reinforcing Bayer as a Life Science company with a deepened position in a long-term growth industry. Bayer expects annual earnings contributions from total synergies of approximately $1.5 billion after year three. “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 of Monsanto. This transaction would bring together leading Seeds & Traits, Crop Protection, Biologics, and Digital Farming platforms. Specifically, the combined business would benefit from Monsanto’s leadership in Seeds & Traits and Bayer’s broad Crop Protection product line across a comprehensive range of indications and crops. The combination would also be truly complementary from a geographic perspective, significantly expanding Bayer’s long-standing presence in the Americas and its position in Europe and Asia/Pacific. Customers of both companies would benefit from the broad product portfolio and the deep R&D pipeline. Under the proposed transaction, the combined business would provide attractive opportunities for the employees of both companies and have its global Seeds & Traits and North American commercial headquarters in St. Louis, Missouri, its global Crop Protection and divisional Crop Science headquarters in Monheim, Germany, and an important presence in Durham, North Carolina, as well as many other locations throughout the U.S. and around the world. Digital Farming for the combined business would be based near San Francisco, California. 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. The combined agriculture business will have its global Seeds & Traits and North American commercial headquarters in St. Louis, Missouri, its global Crop Protection and overall Crop Science headquarters in Monheim, Germany, and an important presence in Durham, North Carolina, as well as many other locations throughout the U.S. and around the world. The Digital Farming activities for the combined business will be based in San Francisco, California. The acquisition is subject to customary closing conditions, including Monsanto shareholder approval of the merger agreement and receipt of required regulatory approvals. Closing is expected by the end of 2017. BofA Merrill Lynch and Credit Suisse are acting as lead financial advisors and structuring banks to Bayer in addition to providing committed financing for the transaction; Rothschild has been retained as an additional financial advisor to Bayer. Bayer’s legal advisors are Sullivan & Cromwell LLP (M&A) and Allen & Overy LLP (Financing). Morgan Stanley & Co. and Ducera Partners are acting as financial advisors, and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Monsanto. Bayer is a global enterprise with core competencies in the Life Science fields of health care and agriculture. Its products and services are designed to benefit people and improve their quality of life. At the same time, the group aims to create value through innovation, growth and high earning power. Bayer is committed to the principles of sustainable development and to its social and ethical responsibilities as a corporate citizen. In fiscal 2015, the group employed around 117,000 people and had sales of EUR 46.3 billion. Capital expenditures amounted to EUR 2.6 billion, R&D expenses to EUR 4.3 billion. Bayer AG was founded in 1863 and is headquartered in Leverkusen, Germany. Monsanto provides agricultural products for farmers worldwide. It operates in two segments, Seeds and Genomics, and Agricultural Productivity. The Seeds and Genomics segment produces raw crop seeds, including corn, soybean, cotton, and canola seeds under the DEKALB, Channel, Asgrow, and Deltapine brands; and vegetable seeds, such as tomato, pepper, melon, cucumber, squash, beans, broccoli, onions, lettuce, and others under the Seminis and De Ruiter brands. It also develops biotechnology traits that assist farmers in controlling insects and weeds in corn, soybean, cotton, and canola crops under the SmartStax, YieldGard, YieldGard VT Triple, VT Triple PRO, and VT Double PRO brands; and Intacta RR2 PRO, and Bollgard and Bollgard II, as well as Roundup Ready and Roundup Ready 2 Yield, and Genuity brands. This segment also licenses a range of germplasm and trait technologies to large and small seed companies. The Agricultural Productivity segment manufactures and sells herbicides for agricultural, industrial, ornamental, turf, and residential lawn and garden applications for weed control, as well as for control of preemergent annual grass and small seeded broadleaf weeds in corn and other crops under the Roundup and Harness brands. The company markets its products through distributors, independent retailers and dealers, agricultural cooperatives, plant raisers, and agents, as well as directly to farmers. Monsanto Company has a collaborative agreement with Novozymes to discover, develop, and produce microbial solutions. The company was formerly known as Monsanto Ag Company and changed its name to Monsanto Company in March 2000. Monsanto was founded in 2000, it has more than 20,000 employees, and is headquartered in St. Louis, Missouri.]]>

Farmland Partners $FPI to Acquire American Farmland $AFCO for $140M in Stock

Farmland Partners $FPI to Acquire American Farmland $AFCO for $140M in Stock

reported by ExitHub. The merger brings together two complementary farmland portfolios. FPI’s assets are comprised primarily of row crop farmland, while AFCO’s portfolio is concentrated in specialty and permanent crop farms across the U.S. On a consolidated basis, the combined company’s portfolio is expected to consist of approximately 75% row crop farmland and 25% specialty crops by value. “This merger will significantly increase FPI’s diversification across crops and geographies,” said FPI chairman and CEO Paul Pittman, who will remain in his current role after the closing. He is a successful agribusiness and former high-tech entrepreneur, with over a decade of previous investment banking and head of M&A experience at ThinkEquity Partners, Merrill Lynch and Wasserstein Perella. “We are confident that the complementary nature of this transaction will accomplish our goal of enhancing stockholder value,” said AFCO’s CEO Tom Gimbel, who will join FPI’s board after the closing, together with AFCO’s chairman D. Dixon Boardman. Each share of AFCO common stock and each AFCO operating partnership unit will be converted into the right to receive 0.7417 shares or units of newly issued FPI common stock or units. The merger is intended to qualify as a tax-free reorganization. Both company’s boards of directors have approved the transaction and recommend the transaction for approval by their respective stockholders. The deal is subject to customary closing conditions, and is expected to close late this year or early next year. AFCO’s operations are expected to be consolidated into FPI’s Denver-based headquarters. The deal is expected to contribute $16 million of revenue in 2016, increasing FPI’s total revenue from $26 million to $42 million, and is expected to be 10% accretive to FPI’s AFFO per share in 2017, growing to 20% as synergies are fully realized. AFCO was founded in 2009 by a team of New York tycoons and global investment professionals across the agriculture, real estate, and alternative investment industries: D. Dixon Boardman (chairman of Optima Fund Management), Harrison T. LeFrak (vice chairman and managing director of the LeFrak Organization), Alfonso and J. Pepe Fanjul (owners of Florida Crystals Corp.), and William von Mueffling (head of Cantillon Asset Management). Photo: Dixon and Arriana Boardman, at The Society of Memorial Sloan Kettering’s Special Projects Annual Dinner, October 9, 2014. (Patrick McMullan Company)]]>

American Farmland's Boardman, LeFrak, Fanjul Hire Citigroup, Raymond James to Explore Sale

American Farmland's Boardman, LeFrak, Fanjul Hire Citigroup, Raymond James to Explore Sale

American Farmland (NYSE MKT: AFCO) said it has retained Citigroup and Raymond James as its financial advisors and Goodwin Procter LLP as legal counsel to assist in a comprehensive analysis of all potential strategic alternatives, including a merger or sale of all or part of the company or its assets, or a joint venture. AFCO was founded in 2009 by an illustrious team of New York tycoons, Palm Beach A-Listers and global investment professionals across the agriculture, real estate, and alternative investment industries: D. Dixon Boardman (chairman) of Optima Fund Management, Harrison T. LeFrak (vice chairman), Alfonso and J. Pepe Fanjul of Florida Crystals Corporation, and William von Mueffling of Cantillon Asset Management. Thomas S.T. Gimbel is the company’s CEO. D. Dixon Boardman is the founder and CEO of Optima Fund Management, with over $4 billion in assets under management. He was one of the early fund-of-funds innovators in the US, having launched Optima’s flagship fund in July 1988. He has built the firm into one of the industry’s most well-respected businesses including funds of funds, single-manager hedge funds and institutional multi-manager programs. Because of his expertise in the hedge fund industry, he is often quoted in the Financial Times and The Wall Street Journal, as well as in other financial publications. He appears frequently on CNBC to give his overview on the hedge fund industry. In addition, he has served as chairman of the Special Projects Committee of Memorial Sloan Kettering Cancer Center and is currently a member of the President’s Council of Memorial Sloan Kettering Cancer Center. He is a director of Florida Crystals Corporation and an advisory board director of J.C. Bamford Excavators (U.K.). Prior to forming Optima, he advised high net worth individuals, first at Kidder, Peabody, where he was one of the 20 leading stockbrokers in the firm, and then at UBS PaineWebber, where he was a member of the chairman’s Council. He attended McGill University. In 2001 he married Princess Arriana zu Hohenlohe-Langenburg, the daughter of Princess Jackie Lane-Hohenlohe of Los Angeles, and Prince Alfonso zu Hohenlohe-Langenburg of Marbella, Spain. Harrison T. LeFrak, vice-chairman and managing director of the LeFrak Organization since 1997, is the son of billionaire Richard LeFrak, the group’s chairman and CEO. Harrison LeFrak is also president and CEO of the LeFrak Trust Company, a private financial institution in Delaware, and serves as an adviser to the LeFrak Foundation, a private charitable organization, also based in Delaware. He received a JD from Harvard Law School, an MBA from Columbia Business School, and a B.A. from the Woodrow Wilson School of Public and International Affairs at Princeton University. The Cuban-born Fanjul brothers are owners of Fanjul Corp., a vast sugar and real estate conglomerate in the United States and the Dominican Republic. It comprises the subsidiaries Domino Sugar, Florida Crystals, C&H Sugar, Redpath Sugar, Tate & Lyle European Sugar, La Romana International Airport, and resorts surrounding La Romana, in the Dominican Republic. William von Mueffling is the founder, president and CEO of Cantillon Capital Management, an investment firm with more than $12 billion under management. He was previously a managing director at Lazard Asset Management, where he was responsible for hedge funds, and was considered “a rock star.” He reportedly averaged annual returns of over 30% from 1998 to 2003, made largely by shorting technology stocks. Prior to joining Lazard, he was with Deutsche Bank in Germany and France. He earned an MBA from Columbia Business School and a BA from Columbia College. Thomas S.T. Gimbel is a partner, executive managing director, and chief portfolio risk officer at Optima Fund Management. He joined Optima in 2004 from Credit Suisse Asset Management where he was managing director for Hedge Fund Investments. He was previously head of the Hedge Fund Department at DLJ. Prior to DLJ, he was managing director in Investment Banking at PaineWebber and chairman of PaineWebber Futures Management Corporation. He assembled that firm’s first fund-of-funds in 1994 with Optima as a sub-adviser. His career began in investment banking in 1978. He has a B.A. in economics from Bowdoin College and an MBA in finance from Columbia Business School. He is a member of the board of overseers of Children’s Hospital in Boston, director of Lighthouse International and a director of Prime Energy Corporation. American Farmland Company In 2010, the company began deploying capital by acquiring four high-quality farmland properties across the United States: two Illinois row crop farms, a California Merlot wine grape vineyard and a mixed vegetable farm in Florida. In 2011, AFCO continued to diversify its portfolio with a citrus development, an Arkansas row crop farm, additional Midwestern row crops, a lemon and avocado development and a strawberry and lettuce property in California. In 2012, the company acquired an almond orchard, a second parcel to its strawberry farm, a Chardonnay/Pinot Noir vineyard and a citrus development in Florida. Additionally, the Company formally elected status as a Real Estate Investment Trust, and subsequently paid its first dividend to shareholders in December. In 2013, AFCO acquired three new development properties to be converted into a mixed vegetable farm in Florida and a pistachio orchard and vineyard in California. A fully mature walnut orchard was also added to the Company’s growing portfolio. In 2014, the company hired Robert L. Cowan as president and CIO, who complemented and strengthened the existing team with his 30 years of experience in diversified farmland investment, acquisition and management. Acquisitions included a pecan orchard in Georgia and Alabama and second parcels expanding previously purchased properties. In the third quarter of 2015, AFCO acquired a pistachio orchard and an additional almond orchard parcel. In October 2015, the company completed its Initial Public Offering and officially began trading on the New York Stock Exchange. Demand for the company’s October 19, 2015 IPO was very weak, forcing the company to cut the size of its offering in half from 12.0 million to 6.0 million shares, and the price was lowered to $8 from an expected range of $8.50-$10.50. AFCO ended up raising less than $40 million at its IPO. The lead underwriters on the deal were Deutsche Bank, Raymond James, RBC Capital, and FBR Capital. AFCO’s shares closed today at $6.50, giving the company a market value of $110 million immediately prior to the announcement. The company said its shares “have consistently traded at a substantial discount to net asset value which, as of December 31, 2015, was estimated to be $10.05 per share.” “The company’s net asset value is based upon independent third-party appraisals of its farms which were performed as of December 31, 2015,” it added. American Farmland Company, a real estate company, owns and operates a portfolio of farmlands in the United States. The company operates through four segments: Permanent Crop, Specialty/Vegetable Row Crop, Commodity Row Crop, and Development. The Permanent Crop segment consists of Kimberly Vineyard, Golden Eagle Ranch, Quail Run Vineyard, Blue Heron Farms, and Falcon Farms properties with an aggregate of 3,069 tillable acres and 3,882 gross acres. The Specialty/Vegetable Row Crop segment includes Sandpiper Ranch and Sweetwater Farm properties with an aggregate of 1,608 tillable acres and 1,808 gross acres. The Commodity Row Crop segment comprises Pleasant Plains, Macomb Farm, Kane County Farms, and Tillar Farms with an aggregate of 4,446 tillable acres and 4,726 gross acres. The Development segment consists of Blue Cypress Farm, Roadrunner Ranch, Condor Ranch, Grassy Island Groves, Pintail Vineyards, and Hawk Creek Ranch properties, with an aggregate of 3,487 tillable acres and 4,962 gross acres. The company leases its farms to professional farmer tenants under various lease structures with staggered durations, including fixed and participating leases. The trust qualifies as a real estate investment trust for federal income tax purposes. Photo: Dixon and Arriana Boardman, at The Society of Memorial Sloan Kettering’s Special Projects Annual Dinner, October 9, 2014. (Patrick McMullan Company)]]>