Monsanto-Syngenta Deal: $2 Billion ‘Reverse Break Up Fee’ Proposed
June 8, 2015 Monsanto Co. today reaffirmed its commitment to a constructive process to negotiate a mutually beneficial combination as part of the company’s proposal to combine with Syngenta in a cash and stock transaction valued at 449 CHF per share.
Monsanto’s 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. Monsanto has proposed to Syngenta a new $2 billion reverse break-up fee payable by Monsanto if it is unable to obtain necessary global regulatory approvals.
“We’re encouraged by the reaction to our proposal from our respective shareowners, customers and other stakeholders,” said Hugh Grant, Monsanto Chairman and CEO. “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. Monsanto devoted significant time and resources analyzing the potential combination with Syngenta, and we are confident in our ability to obtain all necessary regulatory approvals. 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.”
Monsanto reiterated that the combined strengths of both companies will accelerate innovation and increase choice for farmers around the world, unlock enhanced scale and reach, and provide the opportunity to offer farmers integrated solutions across a broader set of crops, geographies and production practices.
“Combining Monsanto’s global seeds, traits and information technology capabilities with Syngenta’s global position in crop protection chemicals will create significant value for growers to ultimately meet the needs of broader society,” Grant added.
Additional materials supporting the strategic rationale and benefits of the proposed transaction are available on Monsanto’s website at www.monsanto.com/investors.
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