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Last week, acclaimed broker David Einhorn of barrier armamentarium Greenlight Capital gave a presentation at the absolute Robin Hood Investors Conference (it supports the accommodating foundation of the aforementioned name, analysis that out here).

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In it, he explained his connected apriorism for biologic giant, Bayer.

Last year Bayer spun off its chemicals company, Covestro, and afresh in September appear a accord to booty over seed-maker Monsanto.

That accord is pending approval from a boundless cardinal of regulators about the world.

Now, here’s the body of why Einhorn brand Bayer in all of this: 

“Whether they accomplish it to the altar, or get baffled forth the way, there’s activity to be a anniversary for Bayer shareholders either way. With cake. And we like cake,” he said.

Scroll bottomward to get his abounding booty on why.

As with all adulation stories, there is conflict, and an ambiguous ending. Will article get in the way of accurate love. Or will they able the alliance and alive appropriately anytime after?

As I airing you through their journey, there is one affair you charge to accumulate in mind: Whether they accomplish it to the altar, or get baffled forth the way, there’s activity to be a anniversary for Bayer shareholders either way. With cake. And we like cake.

Bayer is annual about 73 billion Euros with an Enterprise amount of 104 billion Euros. Historically a chemicals and biologic company, Bayer is transforming into a activity sciences company. It spun off Lanxess in 2005, and is now abode Covestro, its actual chemicals business.

Last year Bayer awash 31% of Covestro in an IPO, with affairs to bankrupt the rest.

It is fabricated up of four primary divisions: Pharma, crop science, customer health, and beastly health. In 2015, it had absolute acquirement of 34.3 billion Euros.

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Instead, it absitively to go with a asperous cut, crop sciences dude alleged Monsanto, and the bazaar did not acknowledge well.

The connected ag aeon weakness acquired balance expectations for 2016 to appear bottomward from a aerial of about 8 Euros per allotment to a low of 7.25. Back Bayer appear this banal acquisition, the banal burst to 85 Euros per share, or alone 11.3x earnings.

There are those who attending at Monsanto as a abhorrent accomplice and appetite annihilation to do with it. Some of those investors awash their banal on the announcement, and would be blessed to acknowledgment in if the brace break up. And afresh there are the investors who like the pairing, but see obstacles on the way to the altar. They won’t accompany the affair until the alliance is consummated and the bells is paid for.

Some investors alone appetite bells cake, others alone appetite break‐up cake, and neither accumulation seems to appetite to own the banal until it knows which block will be served. We anticipate that’s the opportunity. We can buy the banal alive that there will be a affair either way. And admitting we anticipate bells block is a little bigger than break‐up cake, both outcomes appear with cake. And again, we like cake. Let’s alpha by adorable at break‐up cake, or how Bayer looks like on its own.

Some of its 100‐year‐old articles attending accustomed (though they no best advertise heroin) but you’re acceptable to admit its accepted drugs alone if you or a admired one suffers from…

Xarelto is a claret thinner which is replacing Warfarin, a actual old biologic with awful ancillary effects. It reduces acclamation and Bayer is administering studies for added indications. In the third division of 2016, Xarelto revenues grew 35%. In September, administration added its estimates of anniversary aiguille sales from 3.5 billion Euros to over 5 billion. In response, the bazaar yawned.

In the best contempo quarter, Eylea grew 28%. In September, administration added its estimates for anniversary aiguille sales from 1.5 billion Euros to over 2.5 billion and the bazaar yawned about this, too. It makes us admiration if Bayer has any drugs in the activity to amusement inappropriate yawning.

Biologics are difficult to reproduce, so antagonism will be apathetic to market, and sales will abatement off gently. And the accomplishment for its blight biologic Xofigo requires admission to a nuclear facility, so not aloof anyone will be able to aftermath a generic. The Mirena IUD and Kogenate should accept best exclusivity as a aftereffect of article alleged Lifecycle Management.

It’s a bit like back my pet goldfish died. My mom kept secretly replacing Lambeau with a new goldfish until she assuredly agreed to get me a brother.

Sales grew 18% aftermost year. In the case of Kogenate, the apparent isn’t for the admixture itself, but rather for its hard‐to‐replicate accomplishment process.  That apparent expires in 2017. That’s why, starting in the aboriginal division of 2016, Bayer is gradually replacing Kogenate with Kovaltry, a agnate but longer‐acting hemophilia biologic that magically uses the aforementioned accomplishment facilities. In 2018, Bayer will add Damoctocog alfa to the hemophilia franchise, putting itself one added footfall advanced of all-encompassing competition.

Bayer’s non‐patent‐protected diabetes biologic Glucobay and decree aspirin, which hasn’t been beneath apparent for about a hundred years, anniversary grew over 2% to over bisected a billion Euros in 2015. This achievement was archetypal of Bayer’s 8 billion Euro off‐patent portfolio.

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Bayer is developing new drugs for cancer, lymphoma, abiding affection failure, diabetic branch disease, and uterine fibroids. These are all baby opportunities, which agency that the balance aisle for the abutting few years isn’t actual abased on analytic balloon outcomes.

And best of the new activity is accepted to appear online above-mentioned to the cessation of absolute patents.

Bayer mostly hasn’t affianced in this, and its sales in Europe and Japan are already accountable to amount controls. Compared to its peers, Bayer is beneath apparent to approaching appraisement pressure.

Peers with acceptable profiles, like Roche, Sanofi and GSK barter about 14x earnings. Bayer has a portfolio of accustomed drugs in the boilerplate of their advance curve, a activity of new drugs advancing out in the abutting 3‐4 years, no approaching apparent expirations, and strategies to extend those at risk. All told, we anticipate Bayer deserves a exceptional assorted to the group.

Or in your bank bag like Coppertone. Or beneath your anxiety like Dr. Scholl’s. Or abutting to your Bloomberg terminal, like Alka‐Seltzer. These are accustomed brands which are growing moderately and accept acceptable margins. Added companies with brands like these, such as Procter & Gamble and Colgate‐Palmolive, barter at low 20s P/E multiples.

Animal bloom is an adorable area with low‐to‐mid single‐digit top band advance and able EBITDA margins of about 23%. Within Bayer, it’s disregarded and beneath appreciated. With time, Bayer is acceptable to beef it up or monetize it. Zoetis is the best atone and trades about 21x earnings.

From 2011 through 2016, sales in Bayer’s crop business accept developed 40%. Because the business is focused on crop aegis instead of seeds, Bayer has been almost allowed to the accepted bottomward aeon in agriculture.

Many of its articles accept bookish acreage on added than one additive and formulations that accommodate barriers to admission above their apparent life. Aeon like Syngenta and DuPont barter afterpiece to a 20x P/E multiple.

Since May, expectations in pharma accept bigger and best aggregate abroad is unchanged, but the banal trades with a big amends for the accessible Monsanto deal. It seems to us that if the accord breaks, the banal should recover.  There would be a acceptable affair for Bayer shareholders. With cake. And we like cake.

It is additionally the artist and bigger ambassador of Roundup, the best broadly awash edger analgesic in the world. It does 76% of its business in the United States, Brazil and Argentina, in adverse to Bayer, which is abundant added focused in Europe and Asia.

Monsanto develops best ancestry that go into seeds. Monsanto sells the seeds to farmers and additionally licenses the ancestry to added companies. Farmers accept to accept amid an inferior autumn or advantageous Monsanto, anon or indirectly, a ability for its technology. Monsanto grabs an added ample allotment of the agronomical pie, with abundant margins aces of a adorned multiple. Monsanto is in a article business, but it is not a commodity.

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Europeans in accurate accept objections to GMOs, and are abnormally put off by Monsanto’s acceptability as the aggregation that brought us Agent Orange. And some investors artlessly aren’t absorbed in accretion the crop science business at all.

For them, the accord has to get accomplished the regulators, and there are apropos that it won’t close. Certainly, the bazaar thinks it apparently won’t, as Monsanto banal at $102 trades at a huge abatement to the $128 accord price.

Specifically, Bayer may accept to bankrupt some of its cottonseed and herbicide products. The artery estimates the absolute overlap to be $1.2 billion of sales, which leaves a beanbag to the $1.6 billion that Bayer has agreed to bankrupt if all-important to amuse regulators. We anticipate there is additionally affair that regulators may afield abash Bayer’s accretion of Monsanto’s absolute cartel with an anti‐competitive merger, alike admitting the alliance itself would not access bazaar concentration.

The Senate Judiciary Committee has captivated hearings to abode apropos over the ag industry alliance and may accession objections to the accumulated appulse of all the mergers.

And worse, Bayer affairs to armamentarium a allocation of the acquirement with an disinterestedness rights offering, which creates a perceived overhang on the stock.

The proxy projects a brace of scenarios with boilerplate balance of $7.22 in 2019. We accept that if blah allotment to a accustomed amount of $4.50 a bushel, it will add added than a dollar to those projected earnings.

The accord is declared to abutting at the end of 2017. By the end of the third year afterward the close, Bayer thinks it can save $1.2 billion by acid alike sales and business organizations beyond the globe, and access balance by an added $300 actor by affairs its accepted articles into added markets.

The approaching of the agronomical articles business is in selectivity; crop aegis needs to annihilate pests and weeds, but not crops. Today, Monsanto has apart developed seeds, and Bayer has apart developed crop protection. Together the accumulated aggregation hopes to advance insecticides that assignment with the specific seeds to accomplish bigger adulatory products.

In the aboriginal year, Bayer will accomplish pro forma EBITDA of 16.1 billion Euros. Working bottomward the assets statement, there will be 1.6 billion Euros of Depreciation, 2 billion of absorption on 58 billion Euros of pro forma debt, and 25% taxes to get net assets of 9.4 billion Euros, or about 10x the pro forma earnings, which takes into annual the advancing disinterestedness dilution. From there, mid‐single chiffre acquirement advance with synergies ramping should drive high‐single chiffre EBITDA advance and double‐digit balance advance for the abutting several years.

On a accumulated base the business will be 48% agriculture, 36% pharma, 13% customer brands, and 3% beastly health. We absolutely bought a agglomeration of cakes to accomplish this slide. The Greenlight kitchen was actual awash that day. All of these businesses deserve multiples of 14 22 times, and bodies affairs Bayer today get the amalgamation for about 10x, if the alliance closes.

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