Henderson calls for investor vote on Bayer-Monsanto takeover, says unconvinced by deal

LONDON, July 19 (Reuters) - Henderson Global Investors , a key minority investor in Bayer (LSE: 0P6S.L - news) has demanded a vote on the firm's $64 billion-plus proposed takeover of Monsanto (Hamburg: 1132157.HM - news) , which it said threatened the long-term strength of the German chemicals group.

Asim Rahman, European equities fund manager at Henderson, said the planned acquisition of the U.S (Other OTC: UBGXF - news) . seeds company represented "a major departure from a strategy of focus and integration of existing acquisitions" that Bayer had consistently communicated to the market for a number of years.

After meeting with Bayer in May, Rahman said he remained unconvinced that the transaction would create value for Bayer shareholders.

"The acquisition terms reflect paying a very high valuation multiple and the deal could constrain inorganic investment in the pharma division at a time when the future pipeline of this division is a key concern for investors," Rahman said.

"Following a future integration of Monsanto, Bayer could find itself with a weakened pharma business."

In a letter to the company dated June 7, Henderson's Rahman has also called for a shareholder vote on the deal to restore investor trust and ensure support for Bayer's future strategic direction, which could minimise any potential for an increased conglomerate discount on its share price relative to peers.

"We cannot accept the Board's decision to deny shareholders any opportunity to vote on it ... Technically the transaction does not require shareholder approval, but an endorsement by shareholders would provide an opportunity to repair market trust in the investment case," he said. (Reporting By Sinead Cruise, editing by Carolyn Cohn)