BFW 06/07 23:08 Monsanto Proposes New $2b Reverse Break-Up Fee to Syngenta
BFW 06/07 23:19 MORE: Monsanto Proposes New $2b Reverse Break-Up Fee to Syngenta
BN 06/07 23:13 *MONSANTO: SYNGENTA HAS NOT ENGAGED IN SUBSTANTIVE TALKS
BN 06/07 23:10 *MONSANTO ADDS $2B REVERSE BREAK-UP FEE TO SYNGENTA PROPOSAL
BN 06/07 23:06 *MONSANTO: FEE PAYABLE BY CO. IF UNABLE TO OBTAIN APPROVALS
BFW 06/07 23:06 *MONSANTO REPORTS NEW $2B REVERSE BREAK-UP FEE
BN 06/07 23:05 *MONSANTO REPORTS NEW $2B REVERSE BREAK-UP FEE
BN 06/07 23:05 *MONSANTO REAFFIRMS HIGHLY COMPELLING PROPOSAL & UNDERSCORES
BN 06/07 23:05 *SEEKING CONSTRUCTIVE ENGAGEMENT WITH SYNGENTA, MONSANTO
BN 06/07 23:05 *SEEKING CONSTRUCTIVE ENGAGEMENT W/ SYNGENTA, MONSANTO REAFFIRMS
BFW 06/07 23:19 MORE: Monsanto Proposes New $2b Reverse Break-Up Fee to Syngenta
BN 06/07 23:13 *MONSANTO: SYNGENTA HAS NOT ENGAGED IN SUBSTANTIVE TALKS
BN 06/07 23:10 *MONSANTO ADDS $2B REVERSE BREAK-UP FEE TO SYNGENTA PROPOSAL
BN 06/07 23:06 *MONSANTO: FEE PAYABLE BY CO. IF UNABLE TO OBTAIN APPROVALS
BFW 06/07 23:06 *MONSANTO REPORTS NEW $2B REVERSE BREAK-UP FEE
BN 06/07 23:05 *MONSANTO REPORTS NEW $2B REVERSE BREAK-UP FEE
BN 06/07 23:05 *MONSANTO REAFFIRMS HIGHLY COMPELLING PROPOSAL & UNDERSCORES
BN 06/07 23:05 *SEEKING CONSTRUCTIVE ENGAGEMENT WITH SYNGENTA, MONSANTO
BN 06/07 23:05 *SEEKING CONSTRUCTIVE ENGAGEMENT W/ SYNGENTA, MONSANTO REAFFIRMS
Seeking Constructive Engagement with Syngenta, Monsanto Reaffirms Highly Compelling Proposal and Underscores Confidence in
2015-06-07 23:05:00.114 GMT
Seeking Constructive Engagement with Syngenta, Monsanto Reaffirms Highly
Compelling Proposal and Underscores Confidence in Obtaining Regulatory
Approvals with New $2 Billion Reverse Break-up Fee
Business Wire
ST. LOUIS -- June 7, 2015
Monsanto Company (NYSE: MON) 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 (VTX: SYNN) 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 percent over
the 314 CHF unaffected share price on April 30, 2015 and a more than 45
percent 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.
About Monsanto Company
Monsanto is committed to bringing a broad range of solutions to help nourish
our growing world. We produce seeds for fruits, vegetables and key crops –
such as corn, soybeans, and cotton – that help farmers have better harvests
while using water and other important resources more efficiently. We work to
find sustainable solutions for soil health, help farmers use data to improve
farming practices and conserve natural resources, and provide crop protection
products to minimize damage from pests and disease. Through programs and
partnerships, we collaborate with farmers, researchers, nonprofit
organizations, universities and others to help tackle some of the world’s
biggest challenges. To learn more about Monsanto, our commitments and our more
than 20,000 dedicated employees, please visit: discover.monsanto.com and
monsanto.com. Follow our business on Twitter® at twitter.com/MonsantoCo, on
the company blog, Beyond the Rows® at monsantoblog.com or subscribe to our
News Release RSS Feed.
Cautionary Statements Regarding Forward-Looking Information:
Certain statements contained in this release are "forward-looking statements,"
such as statements concerning the anticipated financial results, current and
future product performance, regulatory approvals, business and financial plans
of the company and the potential combined business of the company and
Syngenta, including the expected benefits of a potential combination as well
as whether a potential combination will be entered into or completed, and
other non-historical facts. These statements are based on current expectations
and currently available information. However, since these statements are based
on factors that involve risks and uncertainties, the company`s actual
performance and results may differ materially from those described or implied
by such forward-looking statements. Factors that could cause or contribute to
such differences include, among others: continued competition in seeds, traits
and agricultural chemicals; the company`s exposure to various contingencies,
including those related to intellectual property protection, regulatory
compliance and the speed with which approvals are received, and public
acceptance of biotechnology products; the success of the company`s research
and development activities; the outcomes of major lawsuits and the
previously-announced SEC investigation; developments related to foreign
currencies and economies; successful operation of recent acquisitions;
fluctuations in commodity prices; compliance with regulations affecting the
company`s manufacturing; the accuracy of the company`s estimates related to
distribution inventory levels; the recent increases in and expected higher
levels of indebtedness; the company`s ability to fund its short-term financing
needs and to obtain payment for the products that it sells; the effect of
weather conditions, natural disasters and accidents on the agriculture
business or the company`s facilities; the possibility that a potential
transaction involving Syngenta will not be entered into or will be pursued on
different terms and conditions, failure to obtain necessary regulatory
approvals or to satisfy any of the other conditions to a possible transaction,
failure to realize the expected benefits thereof, or the impact of changes in
business, financial, market, legal or other conditions; and other risks and
factors detailed in the company`s most recent periodic report to the SEC.
Undue reliance should not be placed on these forward-looking statements, which
are current only as of the date of this release. The company disclaims any
current intention or obligation to update any forward-looking statements or
any of the factors that may affect actual results.
Other Information:
This document does not constitute, or form part of, any offer or invitation to
sell or issue, or any solicitation of any offer, to purchase or subscribe for
any ordinary shares in Syngenta AG, or Syngenta ADSs, nor shall it form the
basis of, or be relied on in connection with, any contract there for.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150607005058/en/
Contact:
Monsanto Company
Media:
Sara Miller, 314-694-5824
or
Analysts:
Laura Meyer, 314-694-8148
-0- Jun/07/2015 23:05 GMT
2015-06-07 23:05:00.114 GMT
Seeking Constructive Engagement with Syngenta, Monsanto Reaffirms Highly
Compelling Proposal and Underscores Confidence in Obtaining Regulatory
Approvals with New $2 Billion Reverse Break-up Fee
Business Wire
ST. LOUIS -- June 7, 2015
Monsanto Company (NYSE: MON) 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 (VTX: SYNN) 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 percent over
the 314 CHF unaffected share price on April 30, 2015 and a more than 45
percent 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.
About Monsanto Company
Monsanto is committed to bringing a broad range of solutions to help nourish
our growing world. We produce seeds for fruits, vegetables and key crops –
such as corn, soybeans, and cotton – that help farmers have better harvests
while using water and other important resources more efficiently. We work to
find sustainable solutions for soil health, help farmers use data to improve
farming practices and conserve natural resources, and provide crop protection
products to minimize damage from pests and disease. Through programs and
partnerships, we collaborate with farmers, researchers, nonprofit
organizations, universities and others to help tackle some of the world’s
biggest challenges. To learn more about Monsanto, our commitments and our more
than 20,000 dedicated employees, please visit: discover.monsanto.com and
monsanto.com. Follow our business on Twitter® at twitter.com/MonsantoCo, on
the company blog, Beyond the Rows® at monsantoblog.com or subscribe to our
News Release RSS Feed.
Cautionary Statements Regarding Forward-Looking Information:
Certain statements contained in this release are "forward-looking statements,"
such as statements concerning the anticipated financial results, current and
future product performance, regulatory approvals, business and financial plans
of the company and the potential combined business of the company and
Syngenta, including the expected benefits of a potential combination as well
as whether a potential combination will be entered into or completed, and
other non-historical facts. These statements are based on current expectations
and currently available information. However, since these statements are based
on factors that involve risks and uncertainties, the company`s actual
performance and results may differ materially from those described or implied
by such forward-looking statements. Factors that could cause or contribute to
such differences include, among others: continued competition in seeds, traits
and agricultural chemicals; the company`s exposure to various contingencies,
including those related to intellectual property protection, regulatory
compliance and the speed with which approvals are received, and public
acceptance of biotechnology products; the success of the company`s research
and development activities; the outcomes of major lawsuits and the
previously-announced SEC investigation; developments related to foreign
currencies and economies; successful operation of recent acquisitions;
fluctuations in commodity prices; compliance with regulations affecting the
company`s manufacturing; the accuracy of the company`s estimates related to
distribution inventory levels; the recent increases in and expected higher
levels of indebtedness; the company`s ability to fund its short-term financing
needs and to obtain payment for the products that it sells; the effect of
weather conditions, natural disasters and accidents on the agriculture
business or the company`s facilities; the possibility that a potential
transaction involving Syngenta will not be entered into or will be pursued on
different terms and conditions, failure to obtain necessary regulatory
approvals or to satisfy any of the other conditions to a possible transaction,
failure to realize the expected benefits thereof, or the impact of changes in
business, financial, market, legal or other conditions; and other risks and
factors detailed in the company`s most recent periodic report to the SEC.
Undue reliance should not be placed on these forward-looking statements, which
are current only as of the date of this release. The company disclaims any
current intention or obligation to update any forward-looking statements or
any of the factors that may affect actual results.
Other Information:
This document does not constitute, or form part of, any offer or invitation to
sell or issue, or any solicitation of any offer, to purchase or subscribe for
any ordinary shares in Syngenta AG, or Syngenta ADSs, nor shall it form the
basis of, or be relied on in connection with, any contract there for.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150607005058/en/
Contact:
Monsanto Company
Media:
Sara Miller, 314-694-5824
or
Analysts:
Laura Meyer, 314-694-8148
-0- Jun/07/2015 23:05 GMT