France's Vilmorin confirmed on Tuesday it would look at Syngenta's vegetable seeds business if the Swiss company were to sell but stressed that the benefits were not obvious and the price might be too high.
Vilmorin, the world's second-largest vegetable seeds producer, is facing pressure to say whether it will bid for Syngenta's equivalent business.
The Swiss group, whose main business is making pesticides, needs to offer tangible rewards to shareholders after it turned its back on a $47 billion bid from Monsanto.
Vilmorin had said in July it would consider Syngenta's seed assets after Monsanto said it would divest them to win regulatory approval for its proposed takeover.
"Vilmorin's history has shown that we can be bold when it's worth it but that we don't do just anything," Vilmorin CEO Emmanuel Rougier told reporters.
"We are speaking about investment levels that are so high that potential obstacles need to be lifted before we dare go for it."
These obstacles include a lack of clarity on assets Syngenta would put up for sale, a difference in structure between the two companies that would complicate integration and a risk of dominant positions on several markets, he said.
Analysts have put the value of Syngenta's vegetable seeds business at between $1.6 and $2.5 billion. That would make it a big deal for Vilmorin which has a market capitalisation of only 1.4 billion euros ($1.6 billion).
Chief Financial Officer Daniel Jacquemond did not rule out a capital increase were it needed.
However, Rougier noted that both companies had their main markets in Europe and North America, reducing the benefits of a merger.
"If we look tomorrow where we could expand, it's in Asia and Africa and it's not Syngenta which will bring us this because they are not better there than we are," Rougier said.
Vilmorin expects operating margin to remain stable next year after posting poor performances for 2014/15 on Monday due to sharp losses in its grain business, hit by lower maize sowings and difficult economic conditions in Ukraine and Russia.
The company sees a 5 percent rise in its vegetable activities in the next fiscal year from 615 million euros, while grains would "maybe" remain stable at 595 million euros although the company pointed to still uncertain markets in the Black Sea region.