Below is the letter by Syngenta to inform shareholders, published June 8, 2015:
Dear Shareholders and other Stakeholders,
On June 6, Syngenta received a second letter from Monsanto which essentially repeated their first proposal of April 18. The only change by Monsanto is to add a wholly inadequate reverse regulatory break fee. In the interest of transparency, we are attaching this letter in addition to Monsanto's first letter of April 18 and our rejection letter of April 30. Monsanto's second letter represents the same inadequate price, same inadequate regulatory undertakings to close, same regulatory risks and same issues associated with dual headquarters' moves. As such, we have reiterated our prior rejection of Monsanto's proposal.
In particular Syngenta notes that if a transaction were to be announced and not consummated, there would be significant harm and value destruction for Syngenta and its shareholders, which requires a careful assessment of all risks and a clear path to closing, and is in no way adequately addressed by a paltry reverse regulatory break fee relative to such fees seen in transactions with comparable levels of regulatory risk.
Further, Syngenta's Board, in conjunction with its legal advisors, does not think the regulatory issues are resolved as simply as by a pre-agreed and pre-announced package of horizontal divestitures, which is Monsanto's proposed approach. There are notable examples of proposed transactions that have been blocked by regulators due to "conglomerate concerns" and other non-horizontal issues and the Board has concern that a combination between Monsanto and Syngenta may be viewed as such.
In order to evaluate this issue as fully as possible, the respective outside counsel of Syngenta and Monsanto met on three separate occasions, subsequent to our rejection letter, to discuss in good faith the regulatory challenges. These meetings have reinforced Syngenta's assessment of the regulatory risks and Monsanto has made no attempt to seriously address these concerns. Monsanto continues to gloss over these fundamental transaction risks.
Syngenta as a standalone company, with a broad crop protection, seeds and traits portfolio and four years' experience of integration, is already delivering integrated technology on a global basis. The Company is also at the start of a significant upturn in innovation with the first successes already registered in 2014. This, coupled with our Accelerating Operational Leverage program, underpins our confidence in achieving our target of a 24-26% EBITDA margin in 2018.
Yours sincerely,
Michel Demaré, Chairman
Mike Mack, Chief Executive Officer
