Monsanto abandons Syngenta merger efforts

By Spencer Chase

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WASHINGTON, Aug. 26, 2015 - Monsanto today abandoned its efforts to buy Swiss agribusiness and chemical maker Syngenta, acknowledging that its nearly $47 billion bid had failed to “meet Syngenta's financial expectations.”

In a release, Monsanto said it “continues to believe a combination with Syngenta would have created tremendous value for shareowners of both companies and farmers.” The company's most recent merger proposal was delivered August 18 after an earlier offer in April was also rejected.

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“Without a basis for constructive engagement from Syngenta, Monsanto will continue to focus on its growth opportunities built on its existing core business to deliver the next wave of transformational solutions for agriculture,” the agribusiness giant said in a release.

St. Louis-based Monsanto, the world's biggest seed-maker, had said it wanted to acquire Syngenta to build up its agrichemicals business, which now relies mostly on glyphosate-based herbicides branded as Roundup.

According to Monsanto, its latest bid would have left current Syngenta shareholders with about 30 percent of the new company. The proposal included an offer of 245 Swiss Francs ($258) per share. Monsanto also offered to increase a reverse break-up fee to $3 billion, from $2 billion, based on “the confidence the transaction would close and to provide additional protection from closing risk.” That fee would have been paid if Syngenta approved the merger but Monsanto was “unable to obtain necessary global regulatory approvals.”

Syngenta officials had expressed concerns that the proposed merger would take a substantial amount of time to receive the necessary regulatory approvals in several countries. Syngenta Chairman Michel Demaré in a video in June said that Monsanto was trying to buy Syngenta “on the cheap” and the latest bid was the third in four years.

In a release, Syngenta said their board unanimously decided to reject Monsanto's revised proposal, saying it “significantly undervalued the company and was fraught with execution risk.” The release also cited “certain key issues” that “were not addressed by Monsanto in sufficient detail” such as estimates of total cost and revenue synergies, assumptions on net sales proceeds of seeds and traits, and the regulatory covenants that Monsanto was prepared to offer.

In a statement, Demaré said Syngenta “engaged with Monsanto in good faith” and that the company “take(s) note of Monsanto's decision.” He said Syngenta's board “is confident that Syngenta's long-term prospects remain very attractive” and that the company is “committed to accelerate shareholder value creation.”

Shares of the two companies traded in opposite directions on the New York Stock Exchange after the news broke Wednesday morning. Between 10:20 a.m. and 10:50 a.m.  Monsanto shares jumped $5.54 - about 6.1 percent - while Syngenta shares dropped $12.96 - about 16.4 percent.

National Farmers Union President Roger Johnson said he was pleased with Monsanto's decision to withdraw its merger offer, saying the level of concentration already present in American agriculture leaves producers “at a great disadvantage in the market place.”

“The merger would have not only damaged family farmers and ranchers by permitting greater concentration in agriculture, but would have further disadvantaged farmers as crop prices and costs have continued to rise,” Johnson said in a release. 

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