Bayer’s Management Face A No-Confidence Vote Over Monsanto Deal. Here’s What You Need to Know.
The Monsanto glyphosate drama may be about to hit the agriculture firm’s new owners where it hurts.
Bayer’s management faces a vote of no confidence at the German company’s annual general meeting, which is taking place Friday. Amid widespread concerns over the wisdom of Bayer’s Monsanto takeover last year, the vote looks set to be tight.
Bayer’s share price has fallen by around two-fifths thanks to two jury verdicts in the U.S. that Monsanto’s glyphosate-based weedkiller, Roundup, was responsible for causing plaintiffs’ cancer. There are still 13,400 cases to go, and the liability costs could end up being astronomical. Some disgruntled Bayer investors say the management and supervisory boards should go—they’ve recommended that shareholders vote against ratifying the board’s actions, which would effectively be a vote of no confidence.
Dozens of investors are giving speeches at the packed event in Bonn, so the result of the vote is only expected Friday evening local time, but here’s a rundown of what’s been happening so far.
1. Bayer CEO can’t be forced out — even amid protests.
The no-confidence vote is not binding, so either way CEO Werner Baumann can’t be immediately forced out. Chairman Werner Wenning also made clear to investors that he continued to support his protégé. “The supervisory board is convinced that the strategy of management, including the takeover of Monsanto, was the right path,” Wenning said.
But it has still not been a good day for Baumann. Outside the AGM in Bonn, environmentalist protestors built an effigy of him out of bales of hay and yelled “shame on you.”
2. Investors are divided on how they will vote — but nobody’s happy.
The voices speaking out against Baumann and his team have been loud and numerous.
“Bayer’s management must face up to the charge that they neither recognized nor took into account the enormous legal risks associated with the Monsanto takeover,” said Union Investment analyst Janne Werning to great applause from the audience, according to a Handelsblatt report. Union Investment will vote against the boards, while the fund manager DWS will abstain on the basis that the impact of the Monsanto takeover will be clearer at next year’s AGM.
BlackRock, the company’s largest shareholder with a 6.4% stake, is reportedly planning to either abstain or vote against the board. The shareholder advisory services Institutional Shareholder Services (ISS) and Glass Lewis advised investors to vote against the discharge of the board of management, and in Glass Lewis’s case, the supervisory board as well.
Deka Investment, which has a stake of just under 1% in Bayer, said it would vote against management and the supervisory board. “The acquisition of Monsanto has so far been entirely value-destroying,” Deka corporate governance chief Ingo Speich said, warning that Bayer—now worth less than what it paid for Monsanto—runs the risk of being taken over itself.
However, Speich also said a vote of no confidence would serve as enough of a warning to management, and argued that the management should not be replaced just yet because that would “increase the chaos” and set back Bayer’s efforts to improve the situation.
3. Despite trials, Bayer’s CEO still says glyphosate is safe
Baumann defended his team in forceful terms at the opening of the AGM, insisting that the claims of glyphosate’s carcinogenic nature were “incredible” and “deeply upsetting” for Monsanto staff.
The CEO insisted that Bayer had conducted thorough due diligence before signing the acquisition deal with Monsanto in 2016, based on publicly available documents, information provided by Monsanto, and external expert opinions. “Based on all this information, the Board of Management considered the liability risk in connection with glyphosate to be low,” Baumann said.
After the first verdict against Monsanto last year, Bayer also hired law firm Linklaters to come up with another expert opinion, and then commissioned a Munich University professor to weigh in as well. Both backed up the view that the liability risk should be low.
“We were convinced at the time–and we are today–that glyphosate is a safe product when used as directed,” Baumann said.
Baumann said he had “great sympathy” for the cancer-suffering plaintiffs who won those initial verdicts against Monsanto/Bayer, but denied glyphosate was the cause of their illnesses.
“We remain optimistic that the next higher courts will reach different verdicts,” he said. “This matter is a top priority for the Board of Management and also for me personally.”
4. But good financial results may help Bayer’s cause.
Baumann had the good fortune of Bayer having on Thursday published solid results, reflecting a 5.5% quarterly sales boost for its agriculture business, and shares subsequently rose 4.5%.
The executive argued that the Monsanto deal has nonetheless made Bayer “the leader in agriculture.” Even though antitrust concerns around the deal forced Bayer to sell off more of its business than it expected—to BASF— “we will still realize one billion euros a year in synergies from the Monsanto acquisition from 2022 onward,” Baumann said.
As for how the firm’s shares have been doing through the AGM, shares started the day down but are, at the time of writing, up 0.75%. There’s still a lot of the meeting to go, though—three hours in, 49 investors are still waiting to have their turn to speak.