ChemChina plays down alarm over $44bn Syngenta bid
ChemChina sought on Wednesday to pre-empt political opposition to its $43.8bn bid for Swiss agribusiness, Syngenta, saying China’s biggest overseas takeover in history should not alarm politicians wary of the attempt to shore up its food security.
The takeover by the state-owned chemical group would be the largest ever outbound deal by a Chinese company and the most costly agriculture transaction on record, according to data from Dealogic.
The deal underlines one of the emerging trends of 2016 — four of the five biggest cross-border deals this year have involved Chinese groups bidding for US and European assets worth $61.7bn in total. It also highlights the determination of Chinese companies to secure quality strategic assets.
The companies told investors that ChemChina plans to voluntarily put the deal before the Committee on Foreign Investment United States (CFIUS) to forestall a possible US government challenge, and did not expect a problem.
Although CFIUS has the power to review and block any transaction that may concern US national security, Michel Demaré, Syngenta chairman, said it was “very convinced there is no security issue to be concerned about”.
Beijing does not allow cultivation of genetically-modified crops, but is considering a relaxation of the ban. The Syngenta transaction positions ChemChina for the day when GM corn can be grown domestically, boosting yields in a country that is home to more than 20 per cent of the global population but has less than 10 per cent of the earth’s arable land.
Ren Jianxin, ChemChina chairman, and Mr Demaré appeared jointly in Basel to describe the deal as a long-term investment that would expand Syngenta’s reach further into the Chinese market.
“Everyone benefits,” Mr Demaré said in an interview. “This is not a cost synergies transaction. Syngenta remains Syngenta. They are naturally concerned about the food security of 1.4bn people and this is a good problem for our company to focus on.”
Mr Ren, speaking in Chinese, said: “I was sent to the countryside at [age] 15. I worked alongside farmers. I know what they want and how they work the land.”
The issues likely to be examined are related to food security and the sensitivity of its technology. But lawyers specialising in CFIUS cases said it was not immediately clear whether ChemChina and Syngenta had anything to worry about.
A US Treasury spokesperson declined to comment.
Brian Babin, a Republican congressman whose district includes a Syngenta plant in Houston that produces ingredients and fungicides, foreshadowed potential obstacles ahead. “I believe it is critical that every purchase by China of any company that operates in the United States should be fully reviewed by CFIUS,” he said. “There should be absolutely no exceptions.”
Anne Salladin, a former Treasury department lawyer who until 2013 advised CFIUS, said the deal was likely to face significant scrutiny. “I would expect that they would give it a hard look,” she said.
Ted Moran, a CFIUS expert at the Peterson Institute for International Economics, said the fact that ChemChina was a state-owned company meant that under US law the deal would be subject to an initial 30-day investigation and a secondary 45-day investigation.
Syngenta’s role in the GM seed business in the US “requires serious scrutiny”, Mr Moran said. But “unless the CIA or the NSA finds out that [China] want to sabotage the entire US seed industry I think it is far-fetched to think that this is going to be a concern.”
Past deals have also been rejected because of the proximity of assets to military facilities. In 2012, the Obama administration ordered a Chinese-controlled US company to sell a series of Oregon wind farms that it was developing because they were too close to Navy testing facilities.
ChemChina is offering SFr480 for each Syngenta share, which includes a special dividend payable upon successful completion of the deal. This would give Syngenta an equity value of $43.8bn. The company has net debt of $2.6bn.
Shares in Syngenta rose 3 per cent to SFr404 in Zurich trading.
China’s Citic Securities and HSBC are providing $30bn and $20bn of acquisition financing, respectively, to ChemChina, according to Mr Demaré.
He added that ChemChina would raise the permanent financing for the deal by selling an equity stake in its business and also issuing long-term debt. The two companies will complete due diligence after breaking for the Chinese new year, which begins at the end of this week.
Once the deal is completed, Mr Demaré and three other Syngenta representatives will join a 10-person board of the company, and ChemChina may look to relist Syngenta at a future date.
The deal is a second blockbuster takeover in the chemicals sector in two months, following the agreement in December between Dow Chemical and Dupont on a $130bn merger and plans to subsequently break up into three separate companies.
Syngenta’s future had been uncertain, despite successfully heading off an unsolicited takeover bid by Monsanto last year, its US rival. The company has been bruised by low crop prices and global currency turmoil that saw net income fall by a larger than expected 17 per cent to $1.34bn in 2015.
Syngenta, which has 28,000 employees in 90 countries, has been without a chief executive since October last year, when Mike Mack stepped down following the collapse of the Monsanto bid. John Ramsay, finance director, has acted as interim chief executive.
While the Chinese takeover will create political ripples in Switzerland and across Europe, Syngenta’s directors feared that an acquisition by Monsanto would have led to far greater upheaval at the Basel-based company.
Agricultural assets have been particularly in demand as China looks to secure natural resources beyond its borders. Cofco, the state grain trader, recently agreed to pay $750m for Noble Group’s stake in their farming joint venture, and Shuanghui International bought US pork producer Smithfield Foods for $4.7bn in 2013.