FT : Bayer chief seeks to feed the world with $66bn Monsanto deal

Bayer chief seeks to feed the world with $66bn Monsanto deal
Werner Baumann is confident of takeover rationale, but has yet to win over critics

To help justify one of the biggest bets in German corporate history, Werner Baumann is banking on some really bad weather.

The chief executive of Bayer is proposing to create a global powerhouse in agricultural supplies by acquiring rival Monsanto for $66bn, at a time of low grain prices and reduced spending by farmers on seeds and crop sprays.

But he is confident the downturn is temporary, and the favourable weather that has led to bumper harvests in recent years will soon be a thing of the past. “Our underlying assumption in this industry is that after good weather you always have bad,” he says.

That will lead to “normal or weak harvests”, a more balanced supply and demand picture, and ultimately higher commodity prices, adds Mr Baumann.

He may be too optimistic. “Weather is the most unpredictable area of our sector and cannot be forecast long term,” says Allister Phillips of Phillips McDougall, an agrichemicals consultancy.

Others agree. Bayer’s hopes of an upturn in the agricultural cycle “could be wishful thinking”, says Markus Manns of Union Investment, a Bayer shareholder.

Yet Mr Baumann has a much longer-term perspective. His horizons extend far beyond the current trough to a future of rising populations and increased pressure on farming.

It is a scenario where agricultural output will have to rise 60 per cent to feed a world population projected to reach 10bn by 2050, he says. A tie-up between Germany’s Bayer and Monsanto of the US — combining their respective strengths in crop sprays and seeds — could provide the necessary tools to achieve that output goal, he adds.

While many are sceptical about an acquisition that would be the largest in German corporate history, others are impressed by the scale of Mr Baumann’s vision. “There’s no immediate short-term benefit to Bayer from the Monsanto takeover, in terms of cash flow,” says Christian Faitz, analyst at Kepler Cheuvreux. “But Baumann isn’t thinking about the next couple of years. He’s thinking of the next few decades.”

The Bayer boss’s steely conviction that buying Monsanto is the right thing to do has helped him withstand a tidal wave of criticism. Investors, who sent Bayer’s share price down 8 per cent when it revealed its initial bid for Monsanto in May, worried the company was paying too much, and that the deal would skew it away from pharmaceuticals, its core business.

Green groups vilified Bayer for pursuing a company they see as evil incarnate, a pioneer of genetically modified crops and “Frankenfoods”. Farmers’ groups and politicians worried the tie-up would reduce competition and lead to higher prices for seeds and crop sprays.

Such concerns have become increasingly urgent in view of the other big deals reshaping the agribusiness sector — Dow Chemical’s $130bn combination with DuPont, and ChemChina’s $44bn takeover of Switzerland’s Syngenta. The megadeals would reduce the number of global groups in the industry from six to four.

That is why all of them will come under intense scrutiny from antitrust regulators. In a troubling sign for Bayer, the European Commission announced in August it was launching an in-depth investigation into the Dow-DuPont tie-up.

Shortly afterwards, Syngenta admitted its deal with ChemChina would not now close this year, as previously anticipated, due to a “significant escalation” in information demanded by regulators.

Mr Baumann dismisses fears that regulators could nix Bayer’s takeover of Monsanto, which valued the US company at $66bn including debt. “There is very little overlap between us,” he says. “We’re not only complementary from a product portfolio perspective, but also in terms of geography.”

Also, with a combined €2.5bn research and development budget, the biggest in the sector, there would be more potential for innovation, not less, he adds.

But there is no doubt concern about the regulatory hurdles weighing on Bayer’s share price, which has been trading lower than when rumours of its talks with Monsanto reached the market in May.

“I don’t know what I’m buying in Bayer — is it a pharma group or a crop science company?” says Mr Manns. Monsanto is also trading at well below Bayer’s $128 per share offer price, suggesting scepticism that the deal will be completed.

Other factors at play include concern about the future of Bayer’s pharma business — a big negative for a company that invented the aspirin and modern blockbusters such as the blood-thinning drug Xarelto.

“People believe Bayer’s pipeline to be relatively weak,” says Tim Jaksland, analyst at Carmignac. “It might not be good enough to replace the current portfolio.” There is particular concern, he adds, about what will happen after 2024 when the patent for Xarelto expires.

Mr Baumann dismisses those concerns. The company’s pharma division has experienced a period of “fantastic growth” driven by Xarelto, the eye medicine Eylea and other products such as cancer drug Stivarga, which has “quite a bit of momentum for many years to come”. It also has six product candidates in its pipeline — which include drugs for chronic heart failure, kidney disease and prostate cancer — with a “peak sales potential of at least €6bn”.

There is, he acknowledges, “one caveat”: “within the next years after Monsanto, we won’t have the financial means to go after large-scale M&A” in pharma.

Another possible storm cloud — a small contraction in the market for genetically modified seeds, a niche Monsanto has long dominated. Global planting of GM crops fell slightly in 2015 after years of strong growth, and Phillips McDougal is forecasting small declines in the market this year and next as crop prices remain low. Could the GM market be saturated?

Mr Baumann says it is wrong to focus on the GM side of Monsanto’s business. Bayer is, he adds, “not interested in pushing a particular technology” but combining different approaches to achieve better harvests.
There is also the prospect of new markets — for example, China.
The authorities there have banned GM crops: but the ChemChina-Syngenta deal could encourage a new openness towards this technology and others, says Mr Baumann. “Syngenta provides that access, and the whole industry would then benefit from a corresponding [change in the] regulatory environment,” he adds.

(CS) 2017 Global Equity Strategy : Themes, Sectors & Styles

For 2017, we see the following key themes: Fiscal QE; disruption; China as a competitive threat; defence; European domestic demand; and how to play rising bond yields/inflation. On styles, we take small cap in Europe to OW, and prefer small caps in Europe to the US. In the US, we d/g dividend aristocrats to benchmark, and are OW short duration growth. We are benchmark of Continental European growth. We reduce beta as a style to benchmark. On sectors, we u/g energy and European commercial TV broadcasters to benchmark; and UK non-food retail to OW from benchmark. We add to our OW of insurance and concessionaries. We d/g semis and airlines to benchmark; asset managers to UW; and reduce the OW of banks and luxury.

>>> BCP shareholder Sonangol gets ECB green light to raise stake above 20% - rep

BCP shareholder Sonangol gets ECB green light to raise stake above 20% - report (translated)

Sonangol, the Angolan state oil group, has received ECB authorisation to raise its stake in BCP [ELI:BCP], the listed Portuguese bank, to above 20%, reported Jornal de Negocios. Sources told the paper that the ECB clearance for Sonangol to raise its 15% holding in BCP came a few days before BCP shareholders voted to uplift a 20% voting cap to 30% as part of Fosun International [HKG:0656] offer to acquire 30% of BCP.
Sonangol could now move to restore its position as BCP's biggest investor by seeking to acquire up to 30% of the Portuguese lender, the sources said. Fosun originally planned to invest up to EUR 500m to buy 30% of BCP and has already acquired a 17% stake for EUR 174m which diluted Sonangol's previous 18% holding, the item said.

FT : Coca-Cola buys stake in Africa operations from AB InBev

Coca-Cola will pay $3.15bn for the Anheuser-Busch InBev’s 54.5 per cent stake in Coca-Cola Beverages Africa.

CCBA’s operations cover South Africa, Namibia, Kenya, Uganda, Tanzania, Ethiopia, Mozambique, Ghana, Mayotte and Comoros. The two companies have also reached an in principle agreement for Coca-Cola to buy AB InBev’s interest in bottling Zambia, Zimbabwe, Botswana, Swaziland, Lesotho, El Salvador and Honduras for an undisclosed amount.
Muhtar Kent, Coca-Cola’s chairman and chief executive said in a statement:
We will move forward with our long-term strategic plan in these important growth markets. We are continuing negotiations with a number of parties who are highly qualified and interested in these bottling territories and look forward to refranchising these territories as soon as practical following regulatory approval.
Carlos Brito, AB InBev’s chief executive, said:
We are happy that we have been able to reach this agreement with The Coca-Cola Company in a timely manner and with a satisfactory outcome for all parties.
As a result of AB InBev’s £79bn takeover of SABMiller this year, both brewers have been obliged to make disposals to satisfy local competition regulation. Last week, SABMiller sold its eastern European brewing assets to Japan’s Asahi for €7.3bn.

>>> What to look at today - 21st of December 2016

Dow +0.46% S&P +0.36% Nasdaq +0.49% Russell +0.89%
US Market closed slightly higher but more cautious sentiment is winning the pace. Most cyclical sectors displayed strength from the start with three exhibiting relative strength into the close, which kept the market in the green despite the afternoon dip from highs. The financial sector (+1.1%) spent the day in the lead after underperforming yesterday. Meanwhile, the largest sector by weight—technology (+0.3%)—kept pace with the S&P 500. On the downside, the energy sector (-0.2%) spent the day in negative territory even though crude oil rose 0.3% to $53.24/bbl. consumer staples sector (-0.3%) remained at the bottom of the leaderboard throughout the day, weighed down by GIS -2.55%. Volume were still above average with 970mil shares. US After Hours NKE +2%, FDX -3% on numbers. Nike beats on top and bottom lines but pares afterhours gains on lower than exp Futures Orders; FedEx falls on earnings miss, affirms guidance. Shanghai Composite leads regional indices; Local press notes 14% rise in China Nov railway cargo volume and expectations of regulatory easing on stock index futures such as reduced margin requirements. Japan Cabinet Office (govt) follows BOJ in raising its economic assessment for the first time since the first half of last year; Sees economy on a moderate recovery path, with improved household spending and exports. Oil prices rise about 25c after API Inventories showing largest draw in 2 1/2 months.

Nikkei -0.26% Hang Seng +0.63% CSI +0.65% Shanghai +0.85%

Eur$ 1.0415 CNH 6.9367 CNY 6.9497 JPY 117.46 GBP 1.2373 CHF 1.0275 RUB 61.2421 WTI$ 53.61 +0.54%

S&P -0.03% EuroStoxx +0.66% Dax +0.33% SMI +0.10% FTSE +0.38%

Macro :
- S&P 500 to Reach 2400 Next Year, Voya Investment Predicts
- Japan to Book 2t Yen in Forex Reserve Account as Revenue: Nikkei
- U.K. Retail May See Robust Christmas, But Tough 2017: Jefferies

Keep an eye on :
- ABI BB : AB InBev Investor Bevco Lux Buys EU65.5m of Brewer’s Stock
- ABI BB : Coca-Cola Pays $3.15b for AB InBev’s Stake in Africa Operations
- ATLN VX : Sanofi Said to Dangle $2b Pipeline Prize to Woo Actelion
- ATLN VX : Sanofi talks with Actelion progressing: source - Reuters
- ACS SM : ACS Signs EU2.35b Syndicated Loan With 46 Banks
- ADS GY : Nike 2Q EPS Beats Est.; Shares Rise
- AWH US : Fairfax May Boost Allied World Cash Consideration to $35/Share
- BMPS IM : Paschi Said to Have Raised EU500m Through Tuesday in Debt Swap
- BMPS IM : Paschi Investors May Exercise LME Withdrawal Right Until Dec. 22
- BMPS IM : Atlante's €1.5B investment in Banca Monte Paschi will only take place if the State buys into cash call for no more than €1B and without burden sharing or write-downs
- BMW GY : BMW Sees Testing Automated Vehicles in Munich Area in 2017
- ENEL IM : Italy’s Enel Considering Co-Bid for Endeavour Energy, AFR Says
- GPRO US : GoPro Boosts Estimated Restructuring Charges by $7m
- KAHL SS : Kappahl 1Q Operating Profit Beats Highest Estimate
- LIN GY : Linde/Praxair May See Substantial Regulatory Review: Bernstein
- MC FP : De Beers CEO Is ‘Hopeful’ Diamond Sales Will Grow Next Year
- MS IM : Mediaset board votes to continue legal action against Vivendi
- MS IM : Mediaset Says Vivendi Moves Risk Paralysis of Company Activities
- NOVOB DC : Fluor Wins Novo Nordisk Contract to Build $2b Diabetes Facility
- NYR BB : Nyrstar Sells El Mochito Mine to Morumbi Resources for $0.5m
- OHL SM : OHL Wins Two Czech Contracts: El Economista
- RBI AV : Raiffeisen Asks Holders to Approve Share Issue for RZB Merger
- ROG VX : Roche Says FDA Extends Review of Ocrevus 3 Months to March 28
- SAN FP : Sanofi Said to Dangle $2b Pipeline Prize to Woo Actelion
- SBMO NA : SBM Offshore Wins ExxonMobil Contracts for Liza Oil Development
- SHA GY : Schaeffler expands in electric mobility by buying Compact Dynamics
- TWW SS : Altor Makes SEK2.29b Cash Offer for Transcom
- VIV FP : Vivendi Boosts Mediaset Stake to 25.75%, Holds 26.77% of Vote
- VOW3 GY : California to Get $41m From VW Mitigation Fund, Regulator Says
- VOW3 GY : VW Reaches Deal for Emissions-Cheating Audi, Porsche Models

>>> Mediaset board votes to continue legal action against Vivendi

Mediaset board votes to continue legal action against Vivendi

The Board of Directors of Mediaset [BIT:MS], which met on 20 December 2016, unanimously approved the following statement.

"The Board of Directors of Mediaset, faced with the severe damage suffered by the company and all its shareholders following the failure to execute the binding agreement signed on 8 April 2016 with Vivendi, [EPA:VIV] resolved that the ongoing legal proceedings will continue on schedule.

In the interests of all shareholders, the Board of Directors - in the light of the hostile stake accumulated by Vivendi in Mediaset in a clear and singular effort developed over time - challenges the consistency of the autonomous decision by Vivendi to acquire Mediaset shares given the strategic and industrial partnership between Mediaset and Vivendi that is explicit in the binding agreement signed on 8 April 2016 and which Vivendi has voluntarily undermined.

In particular, the Board of Directors of Mediaset challenges the misrepresentation made by Vivendi, which claims that the contract of 8 April 2016 foresees the purchase by Vivendi of a stake in the share capital of Mediaset. In fact, the contract merely foresees an agreed, balanced and equal exchange of small minority stakes (3.5% of Mediaset to Vivendi and vice versa), exclusively for the purpose of creating of the industrial partnership outlined in the contract.

Moreover, the contract explicitly prohibits the acquisition by Vivendi of more than 5% of Mediaset shares, a cap to be reached over a period of three years.

Instead, as outlined in a press release dated 19 December 2016, Vivendi outlines its clear intention to increase its stake in Mediaset up to 30% "with a view to developing its activities in Southern Europe and pursuing its strategic ambitions as a leading international group based in Europe in the media and content sector." Such strategic ambitions and plans are unknown to Mediaset and the market, and the manner in which Vivendi has behaved makes it even more important for the Board of Directors of Mediaset to take all necessary steps and measures to protect its assets, its goodwill and its own strategy.

It should also be noted that there is a risk of paralysis in the development activities of Mediaset as a result of the presence of Vivendi with a stake of more than 10% (the level that determines the link between listed companies). The Board of Directors of Mediaset approved the submission of a complaint to the Italian communications authority (AGCom) that highlights the illegality of Vivendi's conduct which is in violation of sector regulations, in particular, of Art. 43, para. 11 of the Consolidated Law concerning audio-visual and radio services, as well as posing a potential obstacle to Mediaset's development strategies due to the cross-ownership overlap Italy's leading TLC incumbent, Telecom, determined by Vivendi's actions. Request is made in the complaint for urgent, even provisional, intervention by the authority.

During today's meeting, the Board also approved, as at every year-end, the report on the company's "Strategic Guidelines" for the coming years, the business objectives of which will be the subject of forthcoming resolution by the Board and subsequently communicated to the market."

>>> Actelion/Sanofi considering various deal structures – source

Actelion/Sanofi considering various deal structures – sources

An agreement could be reached by the new yearr
Door left open for J&J re-bid
Actelion [VTX:ATLN] and Sanofi SA’s [EPA:SAN] ongoing talks are considering various deal structures, according to a source close to the deal. An agreement between the two companies could be reached before the new year, they added.

For the moment, the talks are friendly with the French drug company more interested in a full takeover of Actelion than other options, the first source said.

A contingent value right (CVR), a pay out that hinges upon some pipeline drugs' future performance, could be included as part of a USD 275 per share bid and is the focus of the talks, Bloomberg reported last week.

The sources declined to comment further on valuation. For Sanofi, it is not so much a question of financial fire power, but more a question of valuation, a second source emphasised.

A two-part deal structured initially with a stake sale is viewed as less likely, both sources said.

The second source said it would require a more complex structure. Actelion would have to hold an AGM and vote on new shares issuance, this source said, then it would have to acquire more than the 33% ownership threshold to launch a new mandatory offer.

It is still too early to tell when an agreement will be reached. It will probably not be before Christmas, the first source said. For a deal to happen it requires two principles to reach agreement and then a breakthrough. But a deal taking place before the New Year would be a more realistic timeframe, he pointed out.

Another approach from Actelion’s former suitor Johnson & Johnson’s [NYSE:JNJ], who ended talks with the Swiss company on 14 December, would not be impossible, the sources agreed.

The failed talks with J&J were down to a combination of price and structure, the second source said. J&J ending talks last week does not mean the door is shut for good, this source speculated.

Swiss takeover rules preserve the target company’s right to respond to unsolicited approaches with regards to a competing offer. Even after a bid is agreed, there should typically be an exit clause for a competing offer.

It is unclear whether the withdrawal was just a tactical move from J&J, but it would not be unheard of, the first source said.

Actelion, J&J and Sanofi had no comment. Actelion shares closed at CHF 214 on Monday.

>>> Asian Update

Asia Mid-Session Market Update: Japan govt raises economic assessment, tracking BOJ; New Zealand trade deficit widens

***US Session Highlights***
- (US) Dec Philly Fed Non-Manufacturing Index: 20.9 v 10.6 prior
- (US) Weekly Redbook Sales w/e Dec 17th: +1.1% y/y; Dec MTD +1.5% m/m; Dec MTD +0.5% y/y
- (UK) PM May: Brexit talks so far with EU leaders have been positive and constructive and they appear willing to make the Brexit process smooth and orderly

***US markets on close: Dow +0.5%, S&P500 +0.4%, Nasdaq +0.5%***
- Best Sector in S&P500: Financials
- Worst Sector in S&P500: Utilities
- Biggest gainers: KMX +6.1%, TRIP +5.0%, FCX +4.5%, SCHW +3.6%, NVDA +3.5%
- Biggest losers: AYI -5.6%, STZ -4.0%, PX -3.8%, FTR -3.4%, SWN -2.9%
- At the close: VIX 11.5 (-0.2pts); Treasuries: 2-yr 1.22% (flat), 10-yr 2.57% (+3bps), 30-yr 3.15% (+3bps)

***US movers afterhours***
- NKE: Reports Q2 $0.50 v $0.43e, R$8.18B v $8.08Be; Worldwide futures orders growth +2% v +5%e; +1.9% afterhours
- FDX: Reports Q2 $2.80 v $2.91e, R$14.9B v $14.9Be; -3.3% afterhours
- SCS: Reports Q3 $0.30 v $0.31e, R$786.5M v $787Me (2 est); -7.1% afterhours

***Asia Key economic data:***
- (NZ) NEW ZEALAND NOV TRADE BALANCE (NZ$): -705M (5th straight deficit) V -500ME; 12-MONTH TRADE BALANCE: -3.18B V -2.95BE
- (NZ) NEW ZEALAND NOV CREDIT CARD SPENDING M/M: -4.2% V +2.8% PRIOR; TOTAL M/M: 4.1% V 10.2% PRIOR
- (AU) AUSTRALIA NOV WESTPAC LEADING INDEX M/M: 0.0% V 0.1% PRIOR
- (AU) AUSTRALIA NOV SKILLED VACANCIES M/M: 0.0% V -0.3% PRIOR
- (CN) China Nov Conference Board Leading Economic Index: 1.0% v 0.8% prior

***Asia Session Notable Observations, Speakers and Press***
- Dow Industrials within earshot of psychologial 20,000 level; Nike beats on top and bottom lines but pares afterhours gains on lower than exp Futures Orders; FedEx falls on earnings miss, affirms guidance.
- Shanghai Composite leads regional indices; Local press notes 14% rise in China Nov railway cargo volume and expectations of regulatory easing on stock index futures such as reduced margin requirements.
- Japan Cabinet Office (govt) follows BOJ in raising its economic assessment for the first time since the first half of last year; Sees economy on a moderate recovery path, with improved household spending and exports.
- New Zealand trade in deficit for the 5th straight month; Exports below estimates, while imports slightly higher, putting trade deficit higher than expected. Exports to China and Australia rise just under 1%, while shipments to US down over 20%.
- Oil prices rise about 25c after API Inventories showing largest draw in 2 1/2 months.

China:
- (CN) China Vice Premier Ma: Not devaluing CNY to boost exports - press
- (CN) NDRC: China Nov railway cargo volume 304.9M tons, +13.9% y/y
- (CN) China's Hebei province said to cut production capacity of iron and steel in 2017 - China Daily
- (CN) China said to soon ease limits on stock index futures - Chinese press

Japan:
- (JP) Japan Finance Ministry, Financial Services Agency (FSA) said to survey banks' readiness for higher interest rates - Nikkei
- (JP) According to a survey by Japan Center for Economic Research (JCER), economist expect Q4 GDP of 0.8% q/q and 1.1% y/y - Nikkei

Australia:
- AUD/USD: Fixed income markets pricing in over 50% chance that RBA raises rates in 2017 following latest RBA meeting minutes - Australian press

***Asian Equity Indices/Futures (00:30ET)***
- Nikkei -0.3%, Hang Seng +0.6%, Shanghai Composite +1.1%, ASX200 +0.4%, Kospi flat
- Equity Futures: S&P500 flat; Nasdaq flat, Dax flat, FTSE100 flat

***FX ranges/Commodities/Fixed Income (00:30ET)***
- EUR 1.0380-1.0420; JPY 117.40-118.10; AUD 0.7250-0.7275; NZD 0.6915-0.6950
- Feb Gold +0.4% at 1,138/oz; Jan Crude Oil +0.4% at $53.49/brl; Mar Copper +0.2 at $2.51/lb
- (US) Weekly API Oil Inventories: Crude: -4.2M v +4.7M prior (largest draw since Oct 4th)
- SLV: iShares Silver Trust ETF daily holdings fall to 10,552 tonnes from 10,575 tonnes prior
- (CN) China MoF sells 3-year bonds, Yield: 3.01% v 3.07%e, bid-to-cover 2.27x; Sells 7-year bonds, Yield 3.180% v 3.35%e, bid-to-cover 2.74x
- USD/CNY: (CN) PBOC SETS YUAN MID POINT AT 6.9489 V 6.9468 PRIOR

***Asia equities / Notables / movers by sector***
- Consumer discretionary: Cabcharge Australia CAB.AU +0.5% (divestment); PanaHome Corp 1924.JP +13.2% (Panasonic to make it a unit); Sydney Airport SYD.AU -5.2% (Morgans Financial cuts to hold); Bega Cheese BGA.AU +3.9% (guidance); Slater & Gordon SGH.AU -7.6% (served ASIC notices)
- Consumer staples: A2 Milk ATM.NZ +5.9% (trading update)
- Industrials: Sydney Airport SYD.AU -5.2% (Morgans cut)
- Technology: Acer Inc 2353.TW -0.8% (impairment charge); Panasonic Corporation 6752.JP -1.9% (to absorb units)
- Materials: Whitehaven WHC.AU +3.0% (Macquarie raises 2017 hard coking coal forecast) St. Barbara SBM.AU -1.1%, Regis Resources RRL.AU -0.8% (gold faces downside risks); South32 S32.AU +1.9% (Macquarie raises PT)
- Healthcare: Mayne Pharma MYX.AU +7.1% (recover losses); Benitec Biopharma BLT.AU +15.8% (update)

>>> US After Hours NKE +2%, FDX -3% on earnings

 NKE +2%, FDX -3% on earnings

After Hours Gainers:

Companies trading higher in after hours in reaction to earnings/guidance: NKE +1.7%

Companies trading higher in after hours in reaction to news: TINY 16.8% (Announced a proposed strategic restructuring), GLBS 10.3% (Provided an update regarding its proposed $5 mln private placement and conversion of outstanding loans), TIG 3.3% (Takeda (TKPYY) exercises option to make a EUR 10 million equity investment), CRUS 2.1% (Initiated with a Positive rating at Susquehanna).

After Hours Losers:

Companies trading lower in after hours in reaction to earnings/guidance: SCS -7.4%, FDX -3% (UPS (UPS) -1.6% in sympathy)

Companies trading lower in after hours in reaction to news: RDHL -7.9% (Announced a concurrent public offering & registered direct offering of its American Depositary Shares & warrants), IMNP -5.2% (Shareholders authorize filing of an amendment to effect a reverse stock split at a specific ratio, within a range of 1-for-2 and 1-for-25).