By Jennifer Henderson, From The Am Law Daily
Eight months after seed leader Monsanto Co. abandoned its $45.2 billion saga to acquire Switzerland’s Syngenta AG, the St. Louis-based agribusiness giant found itself the target of a mammoth takeover bid by a would-be acquirer.
On Monday, Germany’s Bayer AG unveiled a proposal to purchase Monsanto for $62 billion in cash, a potential megadeal that Reuters reported if completed would be the largest all-cash takeover ever. The offer by Bayer, one of the world’s largest life sciences and pharmaceutical companies, represents a 37 percent premium on Monsanto’s closing stock price on May 9.
Matthew Hurd, a Sullivan & Cromwell corporate partner in New York and co-head of the firm’s health care and life sciences group, has taken the lead advising Bayer on its bid for Monsanto. Hurd is working with a cross-border Sullivan & Cromwell transactional team that includes M&A partner Eric Krautheimer in Los Angeles, antitrust partner Steven Holley in New York and partner Juan Rodriguez in London, who heads the firm’s European Union competition group.
The American Lawyer named Hurd a Dealmaker of the Year in 2015 for his role representing Bayer on its $14.2 billion carve-out of Merck & Co.’s consumer care division, which included brands like Claritin and Coppertone. Hurd, who also snagged Am Law Daily Dealmaker of the Week honors last year for his work on another big pharmaceutical merger, has previously advised Bayer on its $2.9 billion acquisition of Norwegian cancer drug maker Algeta ASA in 2014, its $1.1 billion buy of California-based birth control company Conceptus Inc. in 2013 and an unsuccessful $1.2 billion bid in late 2012 for Schiff Nutrition International, which was ultimately bought by the U.K.’s Reckitt Benckiser Group plc.
Allen & Overy has also picked up the financing work for Bayer on its effort to acquire Monsanto. The Magic Circle firm’s deal team is spearheaded by Frankfurt-based banking and finance partner Neil Weiand, as well as banking and finance partners Thomas Neubaum, Nicholas Clark and George Link; corporate partners Hans Diekmann and Stephen Mathews; capital markets partner Oliver Seiler; and tax partner Marcus Helios, as noted by U.K. sibling publication Legal Week.
Bayer has paid $300,000 to Greenberg Traurig since early 2015 to lobby on a range of federal regulatory issues, according to records on file with the U.S. Senate. Gephardt Government Affairs, a public policy firm formed by former House majority leader and ex-DLA Piper senior counsel Richard Gephardt, has also received $300,000 from Bayer during the same time period to lobby on trade, tax and U.S. Food and Drug Administration issues. Lars Benecke serves as general counsel of Bayer’s U.S. affiliate.
As for Monsanto, the newly minted target has turned to Wachtell, Lipton, Rosen & Katz for outside counsel on the approach by Bayer. The names of the Wachtell lawyers representing Monsanto were not immediately available by the time of this story, although Wachtell of counsel Eric Robinson in New York was listed as the legal contact on a letter sent by Monsanto last year to Syngenta’s board of directors.
Arnold & Porter and Wilmer Cutler Pickering Hale and Dorr are also working on behalf of Monsanto, according to German legal publication Juve, though their exact regulatory roles and specific deal teams could not be determined by the time of this story. The two firms were among an Am Law 100 quartet that authored a white paper for Monsanto last year calling groundless any antitrust objections to the latter’s proposed acquisition of Syngenta.
The Am Law Daily also reported last summer on Wilmer’s lobbying efforts on behalf of Monsanto, which came at a critical time during its bid to buy Syngenta. While Monsanto eventually scuttled its pursuit of Syngenta in August 2015 after repeated rejections by the target, Wilmer received at least $200,000 from Monsanto for its legislative work on “international agribusiness transactional issues,” according to Senate filings, which show that Wilmer worked with Harbinger Strategies, a government affairs shop formed in late 2014. (Wilmer has also enjoyed a long history of representing Monsanto in the courtroom, having handled a high-profile case over the patentability of genetically modified seed.)
After Monsanto pulled the plug on its Syngenta play, the Swiss company reached an agreement to be acquired in February by China National Chemical Corp. The $43 billion pairing between ChemChina and Syngenta has yielded roles for a handful of large firms, according to our previous reports. At the time, The New York Times noted that ChemChina’s cash and friendly approach for Syngenta helped it secure a deal over Monsanto.
As for Monsanto, the company now finds itself on the opposite side of the negotiating table on a union that could create the world’s largest agrochemicals company. Monsanto, whose general counsel is David Snively, said in a statement that its board of directors is reviewing Bayer’s unsolicited proposal.
Media representatives for the five principal firms advising Bayer and Monsanto on their potential union either declined or did not respond to requests for comment on the companies’ proposed merger.
Monsanto’s other legal lobbyists of note include Des Moines, Iowa-based Crawford & Mauro, which has received $300,000 since early 2015 to advise on biotech innovation and regulatory issues. Akin Gump Strauss Hauer & Feld has been paid $250,000 during that same time to lobby on agricultural product and Defense Trade Secrets Act matters, according to Senate records.
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