Company agrees to allow expert reviews in wake of lawsuits tied
to Monsanto
By Ruth Bender
This article is being republished as part of our daily
reproduction of WSJ.com articles that also appeared in the U.S.
print edition of The Wall Street Journal (February 28, 2020).
BERLIN -- Bayer AG said it would strengthen external oversight
of its due diligence in deal making, in the company's latest
concession to shareholders after its 2018 acquisition of Monsanto
swamped it with a tide of lawsuits and sent its stock crashing.
Bayer said Thursday that it would allow an independent expert to
review its rules for scrutinizing major deals and would publish the
results on its website in late March.
Bayer has also agreed to a new review of how it evaluated risks
in its $63 billion purchase of Monsanto, which shareholders have
criticized as overly risky after the acquisition plunged the
company into a legal battle over Roundup weedkiller, which
thousands of Americans allege causes cancer.
The moves highlight Bayer's efforts to appease investors ahead
of its shareholder meeting in April. By then, many shareholders
expect Bayer to deliver progress on resolving the lawsuits. The
company has been exploring a comprehensive settlement.
The agreement to a voluntary external audit also comes a day
after the German chemical and pharmaceutical company said Chairman
Werner Wenning, a company veteran of more than 50 years who had
backed the Monsanto deal, was stepping down earlier than planned, a
move some shareholders interpreted as a sign that Bayer is trying
to turn the page.
Some of the group's largest shareholders said the new chairman,
Norbert Winkeljohann, would allow for a more independent oversight
but criticized his lack of experience in Bayer's businesses.
"A new era is starting at Bayer," Chief Executive Werner Baumann
said Thursday about the departure of Mr. Wenning, who was also his
mentor. Markus Mayer, an analyst at Baader Bank, said Mr. Baumann's
future could become more fragile now that he is losing a crucial
supporter, adding pressure on Mr. Baumann to reach a good
settlement.
Some investors interpreted Mr. Wenning's departure as a sign
that a settlement is approaching. On Thursday, Bayer said it faced
a total of 48,600 plaintiffs. That is 5,900 more than three months
ago, but a less drastic spike than in the prior quarter. The
company contends that the weedkiller is safe, and has appealed
verdicts in the three cases it has lost so far.
Bayer has been negotiating with plaintiff attorneys since last
summer to try to reach a deal to settle the claims. The company
lost three jury verdicts in the U.S. last year and has since come
under pressure from investors to find a way to put to rest the
legal fight that has been dragging down its share price and
prompted shareholders to withdraw confidence in Mr. Baumann at the
group's annual meeting last year.
Shareholders have accused Messrs. Baumann and Wenning of
underestimating the risks of the Monsanto purchase. Christian
Strenger, an individual shareholder in Bayer and a German expert on
corporate governance, filed a motion at last year's meeting for a
special audit of whether directors acted dutifully in handling the
Monsanto litigation risks.
The motion failed to obtain a majority but Bayer nevertheless
agreed to take some of the recommendations on board in an attempt
to assuage investors. Some analysts expect the meeting to deliver
another rebuke for Mr. Baumann if Bayer can't show it is making
progress on settling the lawsuits.
Bayer said it hired an independent lawyer to review the legal
advice it commissioned before the Monsanto acquisition about the
legal risks of the deal. Lawyer James B. Irwin, a mass-torts
expert, concluded that the legal opinions, on which Bayer based its
decision to purchase Monsanto, appropriately analyzed the risks.
Bayer will also publish this report on its website.
Bayer last year had already hired external lawyers to examine
whether its management acted dutifully in their due diligence of
the deal. The company said Thursday that those reports, which found
no breach of duty, would also be published in a more detailed
form.
Mr. Baumann reiterated Thursday that Bayer would agree to a
settlement only if it can bring a "reasonable conclusion" to the
entire legal battle, meaning it must also include a solution to
prevent lawsuits against Bayer in the future, a sticking point in
settlement talks. If necessary, Bayer will pursue all appeals to
the highest courts, he said.
In its annual report, Bayer acknowledged that it "may incur
considerable financial disadvantages" if forced to raise more debt,
issue new equity or sell assets at unfavorable terms to cover
payments related to the Roundup lawsuits. Finance chief Wolfgang
Nickl said the company has good financial flexibility with recent
sales of its animal-health unit and consumer-care brands.
Separately, the Monsanto purchase helped Bayer post a rise in
profit and sales for its latest quarter, broadly meeting analyst
forecasts and helping the group reach its full-year goals.
Net profit in the quarter swung to EUR1.41 billion ($1.53
billion) after a loss of nearly EUR4 billion a year earlier, helped
by the integration of Monsanto and a recovery in crops science.
Sales rose 3.8% to 10.26 billion in the fourth quarter, driven by
the group's blockbuster drugs, blood thinner Xarelto and eye
treatment Eylea and the Latin American crops-science business.
Bayer said it targeted a rise in sales, profit and cash flow for
2020 -- not accounting for any potential fallout from coronavirus
-- but analysts were slightly disappointed with some of the goals,
prompting shares to drop 4.3% Thursday on a broadly lower DAX
index.
Write to Ruth Bender at Ruth.Bender@wsj.com
(END) Dow Jones Newswires
February 28, 2020 02:47 ET (07:47 GMT)
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