lvÆåÅ̸ñ comments on Monsanto announcement
Basel, Switzerland, August 26, 2015
The Board of lvÆåÅ̸ñ confirms 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 lvÆåÅ̸ñ share. At market close on August 25 this equated to a price of CHF 433 per lvÆåÅ̸ñ 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 lvÆåÅ̸ñ shareholders resulting from the structure of this proposal. In addition, certain key issues were not addressed by Monsanto in sufficient detail to allow lvÆåÅ̸ñ to make a proper assessment of the proposed new entity, which would have been 30 percent owned by lvÆåÅ̸ñ shareholders.
In particular, Monsanto did not provide sufficient clarity on the following four issues:
- 1. Their estimate of total cost and revenue synergies
- 2. Their assumptions regarding net sales proceeds of seeds and traits
- 3. The nature and extent of regulatory covenants that they were prepared to offer
- 4. The assessment of risks and benefits from a tax inversion to the United Kingdom
Michel Demaré, Chairman of lvÆåÅ̸ñ, 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 lvÆåÅ̸ñ'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."
About lvÆåÅ̸ñ
lvÆåÅ̸ñ is a leading agriculture company helping to improve global food security by enabling millions of farmers to make better use of available resources. Through world class science and innovative crop solutions, our 28,000 people in over 90 countries are working to transform how crops are grown. We are committed to rescuing land from degradation, enhancing biodiversity and revitalizing rural communities. To learn more visit www.syngenta.comÌý²¹²Ô»åÌýwww.goodgrowthplan.com. Follow us on Twitter®Ìý²¹³ÙÌý
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements, which can be identified by terminology such as 'expect', 'would', 'will', 'potential', 'plans', 'prospects', 'estimated', 'aiming', 'on track' and similar expressions. Such statements may be subject to risks and uncertainties that could cause the actual results to differ materially from these statements. We refer you to lvÆåÅ̸ñ's publicly available filings with the U.S. Securities and Exchange Commission for information about these and other risks and uncertainties. lvÆåÅ̸ñ assumes no obligation to update forward-looking statements to reflect actual results, changed assumptions or other factors. 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 lvÆåÅ̸ñ AG, or lvÆåÅ̸ñ ADSs, nor shall it form the basis of, or be relied on in connection with, any contract there for.
