The Board of Syngenta confirmed that it received a verbal proposal from Monsanto to acquire the company at a price of CHF245 in cash and a fixed ratio of 2.229 Monsanto shares per Syngenta share. At market close on August 25 this equated to a price of CHF 433 per Syngenta share.
After engaging with Monsanto on their latest approach, the Board unanimously rejected their revised proposal. It significantly undervalued the company and was fraught with execution risk. Furthermore, recent market volatility highlighted the significant risk for Syngenta shareholders resulting from the structure of this proposal. In addition, certain key issues were not addressed by Monsanto in sufficient detail to allow Syngenta to make a proper assessment of the proposed new entity, which would have been 30 percent owned by Syngenta shareholders.
In particular, Monsanto did not provide sufficient clarity on the following four issues:
- Their estimate of total cost and revenue synergies
- Their assumptions regarding net sales proceeds of seeds and traits
- The nature and extent of regulatory covenants that they were prepared to offer
- The assessment of risks and benefits from a tax inversion to the United Kingdom
Michel Demaré, Chairman of Syngenta, said: “We engaged with Monsanto in good faith and highlighted those key issues which required more concrete information in order to continue a dialogue. We take note of Monsanto’s decision. Our Board is confident that Syngenta’s long-term prospects remain very attractive with a leading portfolio and a promising pipeline of new products and technologies. We are committed to accelerate shareholder value creation.”