Month / March 2018

by Frank Maduri

Monsanto Invests in Partnership with Pairwise Plants

In a follow up to another article done on genetic editing and CRISPR technology in modifying food products, Monsanto made an investment on Wednesday that made headlines.

The agricultural products giant, Monsanto, released a statement that it has made a $125 million investment in Pairwise Plants, a startup company specializing in genetic editing. Monsanto is banking on the technology, especially the method known as CRISPR, to produce fruit that lasts longer on store shelves and tastes sweeter.

The initial testing, according to published reports, in this Monsanto – Pairwise Plants venture will be on the strawberry. The process of genetic editing of food is different than that of genetically modifying (GMO) because it acts as one scientist explained, like a pair of “molecular scissors” which will cut out certain parts of the DNA strand to enhance other attributes.

The method allows for manipulation of the DNA of apples or strawberries, or soybeans to make them either taste better or stay fresh for a longer duration of time. The ethical implications are significant with many questioning whether science should be changing something that God created.

Furthermore, the boundaries of the gene-editing process are also in question in the context of what they could look to use the CRISPR method with in the future. The questions surrounding the use of the method on livestock to prolong or change the shelf life of meat or fish is a huge potential dilemma.

Some fine journalists have compiled some excellent content on the topic of gene-editing. I am more concerned with the implications this presents from the perspective of man playing God with our food supply.

The research shows that GMO is a dirty word, associated with all sorts of problems and issues. I have written several pieces on the GMO debate and the negative impact that genetic modification has had relative to certain health problems and disease states.

The process of genetic editing is one that Monsanto and the other agriculture products manufacturers are pinning their hopes on being more acceptable to the general public. They have pinned those hopes to the messaging around the process of genetic editing being more of a subtle procedure than the GMO scenario.

They also hope to confuse the customer with the science involved and talk about how the process is “more natural” than the GMO process. The whole situation is one of twisted logic. The core of the process still involves altering the way the fruit or vegetable is currently constituted.

The farmers and grocery industry will be whole heartedly behind this new process because it will yield them better profits. However, our society has to ask itself: at what expense?

This is also not the first strategic business move that Monsanto has made with regard to genetic editing, about a week ago they entered into an agreement with a firm called TargetGene to explore what are known as multiple gene edits. They also plan to use this partnership to expand the gene editing process into more potential product categories.

The fact that this activity has gone mostly unnoticed by the public and mostly unchecked by the federal government is also an issue which compelled me to put this piece out. The process changes the genomes of certain crops in our food supply. The results of which have potentially serious consequences.

The proponents will point to the assumption that genetic editing will reduce the amount of GMO seeds being produced (see my previous post to this one) especially in the case of certain crops. The detractors will bring up that the seeds and the process of CRISPR will not happen overnight and may not have that widespread impact on the GMO seed issue.

In a world where autoimmune disease rates are increasingly on the rise as are rates of autism and Parkinson’s disease all being linked to the food we eat, we do not need any more altered food products.

The potential for Monsanto to merge with Bayer to become an even larger entity could provide even further potential investment into genetic editing. The potential for use of genome editing in animals and in humans also hangs in the balance.

The question remains: should scientists have the ability to play God? Should this process be used in human embryos to alter what God created?

My answer to both of those questions is a resounding: No.
It is my hope and prayer that your answer is the same.

by Frank Maduri

Tip Of The Iceberg: Syngenta Settlement With Corn Farmers

The settlement that was announced last week and awaits the approval of the court system involving a class action lawsuit by corn farmers against the agricultural chemical juggernaut, Syngenta, is just the tip of the iceberg involving international concerns over genetically modified crops.

The suit dealt with a strain of modified corn that Syngenta sold to the farmers under the guise that it was going to be grown for export to China. However, the big issue was that China had not approved that strain of GMO corn and Syngenta did not get approval prior to negotiating the deal with the farmers.

Ultimately, China rejected the import of millions of tons of the genetically modified strain of corn called Agrisure Viptera. This tremendous amount is what caused the settlement numbers in this case to multiply significantly.

The settlement is over $1.5 billion and, according to Reuters, would be the largest class action settlement for an agriculture case in American history. This whole case represents a larger problem with the conglomerates running the seed industry, with GMO containing products, and with the import and export of certain staple crops within the food supply.

Syngenta is now owned by ChemChina, in a merger that was well publicized recently and heavily debated because of the implications of Chinese ownership of a company which supplies products which are integral to the American food supply.

It should be noted that ninety percent of the U.S. corn crop supply is genetically modified.

This sadly, is one piece of a giant patchwork of international export deals involving GMO staple food sources, not only corn. It includes wheat, soybean, and sugar beet crops as well. It is nearly impossible to find a mainstream food product without the “made with genetic engineering” disclaimer on the label.

The international laws around GMO food products make for even more unknown variables. There are certain countries that do not require the disclosure of ingredients that are GMO containing and do not label crop sources that are genetically engineered.

The push for organic foods and organic staple crops is making a resurgence in some parts of the world but the main issue is that the farmland is already tainted from GMO seeds that it is very difficult to impossible to use that land for organic crops.

The seeds are already genetically altered for so many crops that even if a farmer used organic products to preserve and sustain the crops they would inherently contain GMOs. The most effective way to deal with GMOs is at the seed level and growing less crops of corn for ethanol use.

However, this also is easier stated than put into tangible action. The agricultural seed industry is dominated by a few conglomerates: Monsanto, DuPont, and Syngenta. Monsanto controls over one quarter of the entire seed industry globally, and those three companies account for almost half of the entire global seed industry, which is a staggering figure.

That level of control into the hands of so few companies is a setback to any substantive progress being made with non-GM seeds. Then, consider further that all three of those enormous companies are in transition: Monsanto is in merger talks with Bayer, DuPont has merged with Dow, and Syngenta was merged with ChemChina in a $43 billion deal.

Some companies have taken the “Safe Seed Pledge” promising to not use GMO ingredients in their seeds, but they are used in smaller scale amounts for gardening and not for mass production. The scale up for the demands of the food supply make the reductions in GMO crops problematic.

The genetically modified trend is growing to impact fish and other livestock as well. It is presenting some moral and ethical questions along the way.

In a time period where social media and the internet has made for increased transparency, the international trade deals and ambiguous labeling laws for genetically engineered or modified foods make it incredibly difficult for people to know what they are eating.

The import of genetically modified ingredients is a whole other avenue where food products could become infiltrated with GMOs. The link between certain ingredients and genetic modification has been well established and internationally it is difficult to find alternate sources.

The United States got into the GMO crop scenario so deeply it is going to be hard to reverse course at this point. The European Union, by contrast, does not allow the sale of GMO food and produces it on a small percentage of their farmland for export purposes only.

The settlement by Syngenta over the failed exports to China is just one trade deal gone wrong. It is just one piece to the puzzle, it is the tip of the iceberg in a maze of deals centered on GMO products. The rest of those pieces will fall in future and the public questions about GMOs will continue and sadly the answers are not very promising.

by Frank Maduri

Mergers & Acquisitions Roundup

In recent months on this blog I have updated and followed up on a variety of mergers and acquisitions in a variety of different industries. The past week has seen some movement on some of those proposed mergers or attempted hostile bids or whatever the case may be; the best way to update them is to provide a summary of each situation.

The M&A market is expected to gain traction in the coming months after a slower than normal start to the year, especially in certain industry types.

CVS – Aetna
This proposed mega-deal made the news on Wednesday because the $40 billion debt deal that CVS is undertaking as part of the nearly $70 billion dollar merger is going to lower their credit rating.

It is no secret that certain lending institutions would consider CVS a credit risk with taking on such a significant amount of debt at one time. It was a component of the deal that nobody discussed when it was initially announced.

Then, on top of that debt load issue, are the rather legitimate conflict of interest and consumer protections aspects of this deal which are still being reviewed. The general consensus is that a foundational problem with this merger is the combination of a major health insurer with a major retail pharmacy chain which has a parent company involved in healthcare services.

It will be interesting to watch this merger, if approved, it could be a situation where CVS Caremark wins the battle but loses the war.
Broadcom vs. Qualcomm
This attempted hostile takeover by Broadcom of their U.S. based competitor, Qualcomm has been a very strange scenario from the beginning.

The whole backstory is very complicated, and some great reporters and financial news services have provided insightful reporting on this convoluted mess. Broadcom is a tech company based in Singapore and they have attempted to buy Qualcomm multiple times at different valuations.

The problem for Qualcomm is that they do not have another willing investor or potential suitor that they could join forces with in a more amicable way to stave off Broadcom.

Then, to top it all off, the U.S. government got involved in the past week to temporarily halt the potential merger over concerns that a foreign held company was acquiring a U.S. based company with certain proprietary technologies in telecommunications. They have certain regulatory concerns over the deal.

Broadcom has now pledged to the U.S. government on Wednesday that they will invest in the training of American engineers and others in the workforce to keep high-paying, “good” jobs in the United States.

The whole situation is a disaster and it has been from the beginning. I am not sure if the federal government is going to sign off on this proposal. That creates uncertainty for the future of Qualcomm as well.

Smuckers & ConAgra

What struck me about this proposed deal (which is now dead) is that in my time in the food industry ConAgra was always usually in the role of the buyer. In this case, they were looking to sell their Wesson brand cooking oil business to JM Smucker Company.

The federal government shutdown the deal over anti-trust concerns citing that Smucker would then control about 70% of the entire cooking oil market. The government felt that this would be unfair to the consumers and could create price hikes that would limit consumer choice.

The Smucker side of the story is, in short, that the government used inflated numbers and did not take into account the impact of private label brands and smaller regional brands in the cooking oil market. I must add in the defense of the government, that not too many smaller brand labels of cooking oil jump to my mind.

I could understand the rationale behind Smucker (who generally make smart decisions in M&A activity) would want the Wesson brand. I can only predict that ConAgra wanted to sell the brand because they are moving away from holdings in that segment of the industry and they would have used the cash from the deal to invest into more core strategic areas of new business development.

Comcast versus Disney/FOX Over Sky TV

The latest bidding war is just heating up between Comcast and Disney/FOX over the rights to SKY. A major investment bank downgraded Comcast stock after they put that offer on the table for SKY.

I understand Comcast trying to bolster their core business in this play for SKY, but it does make you wonder if the deal is done whether or not they will have overextended.

Bayer & Monsanto
A major mega-merger which I have covered since it was announced. The European Union issued a statement saying they will have a vote on the proposal soon after multiple postponements in recent months.

This merger proposal will have an impact on the farmers, the consumers, and the price of food supplies. The introduction of more potential GMO containing seeds is another concerning aspect of this deal that merits the attention of the public.

Rite Aid and Albertson’s

The debacle that was the failed attempt of Walgreens and Rite Aid to merge, left Rite Aid in a precarious situation when stacked against larger competitors.

The list of suitors for Rite Aid within the retail pharmacy landscape was slim to none, so they went outside the box a bit and found a partner in Albertson’s to bail them out.

Albertson’s is a large retail grocery chain for those who do not know, and they used to own pharmacies that were operated within their grocery stores primarily. So they understand the aspects of the retail business and some of the dynamics of the retail pharmacy channel.

This merger actually makes some sense and will allow Rite Aid to stay alive in an increasingly competitive market.

That is the roundup on mergers for now. I am sure that one or all of these proposals will have some developments as we move forward in the coming weeks. Stay tuned.

by Frank Maduri

The Battle Over Sky News: Front Lines In The Media Battle Between Comcast and Disney

The financial news had some buzz around the potential for a bidding war between Disney/FOX and Comcast for Sky News/Networks on Tuesday. This activity signals what could be the opening salvo in a protracted battle between the major players in the television/visual media to play out across the next several months.

In this case, the asset is Sky News/Networks which has a viewership reach in Europe that is valuable for media companies seeking to expand their capacity and content distribution. In the current situation, FOX owns part of Sky and presented a bid recently to purchase the remaining stake it did not own.

Comcast jumped into the mix on Tuesday with an offer to purchase a controlling interest in Sky which represents a 16% higher valuation than the offer made by FOX. This situation is further complicated by the pending merger of Disney and FOX which essentially puts Disney into the driver’s seat on this deal because Disney would ultimately own Sky upon completion of the merger.

This means that Disney would have to evaluate the offer made by Comcast and decide whether they will propose a counter proposal for Sky. Many financial and merger experts with knowledge of the situation believe that a counter offer will take place and that Sky Networks will end up selling at a premium after a bidding war between Disney and Comcast.

Furthermore, the sentiment in the industry on Tuesday was that Disney might, in essence, lose the battle for Sky Networks, but “win the war” by securing some type of legal assurances from Comcast regarding the bidding for other FOX assets. Disney wants to avoid having bidding wars with Comcast over several different pieces of the now almost former 21st Century Fox properties.

It remains to be seen whether Disney can wrangle that type of agreement out of Comcast which would be unusual but not unprecedented. The general sentiment about the future of Sky is that they would be best suited with Comcast because it meshes better with their core business.

Many consumers visualize Sky as a news company, especially in America where we may have the channel as part of a cable or satellite TV package. The parent company, Sky PLC, which is what is at stake here in this potential bidding war between Comcast and Disney/FOX is much larger than just a news service.

Sky has a satellite television service, broadband service, on-demand internet streaming services, and telecommunications service offerings in the United Kingdom, Ireland, Austria, Germany, and Italy. This asset would increase the service offering capabilities for Disney with their new streaming application or for Comcast who is in the business of optimizing home entertainment, broadband, and telecommunications services.

Moreover, the much larger battle will revolve around the future of Hulu. The Hulu streaming service is owned partially by ABC/Disney, FOX, and Comcast (NBC). The proposed merger of the Disney and FOX assets would include their respective stakes in Hulu.

In fact, the potential to control streaming content through Hulu was one of the significant factors in the Disney bid for FOX according to a report from CNBC and Comcast could create some trouble in giving up their piece in Hulu in the future.

The total sum of this consolidation activity, amid the backdrop of Disney preparing for launch of their own streaming application service, will affect the consumer. The rights to content and the distribution of content will be the main driver in the way the consumer accesses all types of media. The control of that content into the hands of the few, is going to set the table for conditions where pricing can become prohibitive.

Disney, should the pending merger meet approval, would retain their 30% share in Hulu plus gain the 30% share held by FOX and would be the majority stakeholder in the streaming service which reaches over 30 million subscribers and has revenues from ad sales and subscription fees. It is also a significant asset that Comcast has invested money into as well and they may not be willing to just part ways with their stake. They could put Disney “over the barrel” for that last big piece of the Hulu business unit.

The overall health of Sky as a provider is solid, it is my understanding that the business growth in Italy was stagnant for a long period of time but that it has since rebounded. It remains to be seen if the change in ownership causes any noticeable alterations to the way that the customers in Europe will be serviced. Most merger and acquisition type of scenarios feature the potential suitors touting the benefits they would bring to the table.

This case is no different with Comcast essentially stating that they would improve the services offered currently by Sky and use their technology and service delivery expertise to help provide a better customer experience.

Disney has also made similar overtures in their bid stating how desirable Sky would be for them to reach European audiences in a new way, and that they would fully complete the consolidation of an asset that was held in part by FOX for a long period of time. They would look to build upon that tradition and reputation that FOX has built into the programming and content there, but the management of the other portions of that business are outside the scope of the core business for Disney.

The proposals for Sky News and the parent company, Sky PLC, are almost certainly going to create a bidding war between two media heavyweights: Disney and Comcast. This bid could very well represent the opening round of a war between the two entities for other assets contained both within the FOX/21st Century Fox business and outside of those businesses.

The stakes for the consumer are high because the control of content and distribution will both be up for grabs, and the costs for access to that content will have a definitive impact on the consumer in the future. It remains to be seen which side will ultimately emerge, but what is clear is that either Disney or Comcast will be growing even larger and more influential than they are today.

(Background information courtesy of Fortune, BBC.com, CNBC, Recode)