Syngenta rejects second offer from Monsanto

Monsanto's latest offer included $2 billion reverse break-up fee.

Monsanto Company recently sent a second offer letter to Syngenta, adding to its previous proposal of a cash and stock transaction valued at 449 CHF per share. The offer included a new $2 billion reverse break-up fee payable by Monsanto if the transaction was unable to obtain necessary global regulatory approvals. Syngenta, however, once again rejected the company’s proposal, saying the offer was still inadequate.

“Monsanto’s second letter represents the same inadequate price, same inadequate regulatory undertakings to close, same regulatory risks and same issues associated with dual headquarters' moves,” Syngenta’s chairman Michel Demaré and chief executive officer Mike Mack noted in a June 8 letter to shareholders and stakeholders. “As such, we have reiterated our prior rejection of Monsanto’s proposal.”

Monsanto said the proposal would provide Syngenta shareholders with a substantial premium of more than 43% over the 314 CHF unaffected share price on April 30, 2015 and a more than 45% premium to Syngenta's 52 week volume weighted average share price, as well as significant further value creation through ongoing ownership in the combined company.

“We’re encouraged by the reaction to our proposal from our respective shareowners, customers and other stakeholders,” said Hugh Grant, Monsanto chairman and chief executive officer. “It is disappointing that Syngenta has not engaged in substantive discussions about the many benefits of this combination, including the benefits for farmers around the world. We remain committed to unlocking the opportunity of this combination and pursuing constructive conversation with Syngenta’s management and board.”

Grant said the company has devoted significant time and resources analyzing the potential combination with Syngenta.

"We are confident in our ability to obtain all necessary regulatory approvals,” he said. “We’ve backed our confidence by agreeing to divest overlapping businesses and offered a $2 billion reverse break-up fee to further demonstrate our commitment to this combination.”

Syngenta, on the other hand, expressed that three different meetings with Monsanto have reinforced Syngenta’s assessment of the regulatory risks.

“Monsanto has made no attempt to seriously address these concerns. Monsanto continues to gloss over these fundamental transaction risks,” Demaré and Mack said.

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