If only Bayer (DE:BAYGN), the German pharmaceutical and agricultural seed and chemical giant, had bothered to ask around before acquiring the American-based Monsanto Company (NYSE:MON) for $63 billion in cash last June.
Two months later a jury delivered a $289 million award (later reduced to $78 million) to a groundskeeper who claimed his frequent exposure to Monsanto's Roundup weedkiller had given him cancer and that the company covered up the danger. (In 2015 the World Health Organization classified glyphosate, the name of the active ingredient in Roundup, as a probable carcinogen. Glyphosate is one of the most broadly used herbicides in the world.)
There are over 8,000 cases pending against Monsanto in the United States and many more will surely be filed. Bayer's stock has lost $38 billion in value since Bayer acquired Monsanto. The company would have done better putting its $63 billion in cash into a hole in the ground.
When thinking about any type of business combination, it pays to ask around about the reputation of your prospective business partner. I remember attending an organic trade show years ago when in casual conversation a fellow convention-goer referred to Monsanto as Monsatan. I laughed.
Monsanto's main line of business, genetically engineered crops (also called genetically modified organisms or GMOs), was fast becoming a migraine headache for organic growers who are forbidden from planting such crops. But some growers were having their fields contaminated by wind-blown pollen and seeds from neighboring GMO farms. As a result organic growers have had to adopt new onerous testing and production techniques to protect their crops.
Monsanto, by dint of its lobbying prowess and ample political contributions, has never been obliged by regulatory officials to do anything about this problem. In fact, it seemed that Monsanto was moving toward a long-sought goal: Contaminate non-genetically engineered crops so that no one could offer a GMO-free version no matter how hard they tried.
Even back then Monsanto was perhaps the most hated corporation in the world:
- By farmers around the world for the company's onerous terms—no replanting and severe legal penalties for doing so even in cases where this had been inadvertent—and dependence on an increasingly ineffective and dangerous weedkiller. And by many cotton farmers in India in particular when the company's supposedly pest-resistant GMO-cotton failed to resist the very pests it was supposed to repel and those pests ended up killing the crop.
- By a suspicious public, especially those seeking to stay away from genetically modified foods.
- By some agricultural scientists who began to doubt that such genetic modifications were for any purpose other than to addict farmers to the company's companion weedkillers which the crops were designed to resist.
- By a few prominent researchers who concluded genetically engineered crops may not be healthy for humans and whose careers were destroyed by Monsanto.
- By a widespread movement of anti-GMO activists trying get labels onto GMO foods and who have successfully launched a Non-GMO label that is gaining widespread traction.
I am reminded of the June 1997 cover of Wired Magazine near the nadir of Apple (NASDAQ:AAPL) Computer's troubles. There were fears that the company would go out of business. (Hard to imagine now.) The cover had a haloed version of the Apple logo wrapped in a crown of thorns (or maybe barbed wire). Below was a single word: "Pray."
A friend of mine opined at the time that it would be hard to imagine such a cover for Microsoft (NASDAQ:MSFT) whose Windows operating system even now remains rife with security issues, frequent screen freezes, and sluggish performance and yet dominates the operating system market. Does anyone love Microsoft Windows the way Apple customers love that company's products still today? (I switched from Windows to the Linux operating system in 2013 and never looked back.)
Likewise, it's hard to imagine anyone lamenting the downfall of Monsanto which used its powerful lobbying muscle to get the U.S. Food and Drug Administration to exempt genetically engineered foods from safety testing even though the agency's own scientists recommended such testing for each new crop or variant.
It is a supreme irony that Monsanto and other GMO purveyors insist that GMO foods are indistinguishable from non-GMO ones. But, in fact, whenever these companies create a new GMO plant, they march right over to the patent office and claim that what they've created is novel and unique and NOT A PRODUCT OF NATURE. (Products of nature are not patentable.)
I think the reason that Bayer couldn't recognize Monsanto's character flaws before acquiring the company is that Bayer management shares those flaws and therefore doesn't perceive them as flaws.
I'm inclined to say that what's happened to Bayer and Monsanto since their marriage couldn't happen to nicer people. But then there might actually be some truly nice people who work in the combined organization who don't understand just how pernicious both partners have become through the years.