July 17, 2015 / 11:34 AM / in 2 years

Exclusive: Monsanto says any hostile bid for Syngenta some way off

ST. LOUIS, MO (Reuters) - Any hostile bid by Monsanto Co for Swiss rival Syngenta AG is some way off, the U.S. seed company’s president and chief operating officer told Reuters, adding he was focused on trying to secure a negotiated deal.

Swiss agrochemicals maker Syngenta's logo is seen at the company's headquarters in Basel February 4, 2015. REUTERS/Arnd Wiegmann

Monsanto, the world’s biggest seed company, is keen to know more about Syngenta’s research capabilities, product liability exposure and the quality of its reported sales, Brett Begemann said in an interview.

So taking an offer directly to Syngenta shareholders, without seeing the Swiss company’s books, was “not a very compelling idea,” Begemann said.

“It’s too early to say (we’ve) ruled it out,” he added, but any hostile bid was “a ways out yet.”

Syngenta has rejected a $45 billion bid proposal and refused to open its books, despite the offer of a $2 billion cash payment should Monsanto examine its business and decide not to proceed with a transaction.

Earlier this month, Monsanto executives toured Europe to make their case to Syngenta investors and have now met “the vast majority” of its 20 largest shareholders, Begemann said.

Monsanto officials declined to comment on how many of those shareholders had committed to back its pursuit of talks with Syngenta’s board.

On Wednesday, Reuters reported that Henderson Global Investors, a leading Syngenta investor, had criticized the Swiss company’s board for excluding all but “a very small group” of shareholders from talks that could determine the fate of Monsanto’s proposal.

If Monsanto does not merge with Syngenta, its alternative will be to seek out other acquisitions, or establish a series of partnerships or licensing agreements, to help expand its portfolio of herbicides and agricultural chemicals, Begemann said.

“There are other alternatives,” Begemann said. For now, he said, Monsanto remained focused on Syngenta and talking with its shareholders.   

He declined to say which companies Monsanto might approach either for acquisition or licensing talks, but widespread speculation has focused on Bayer CropScience and BASF as potential partners.

Monsanto strongly prefers a negotiated deal with Syngenta, in part because in hostile transactions there is no opportunity to review a company’s financial records or any proprietary material.

“You find yourself buying a company blind,” Begemann said.

Among other things, Begemann said Monsanto wanted to better understand Syngenta’s perspective about potential legal risks and ongoing litigation associated with a strain of Syngenta corn called Agrisure Viptera corn, also known as MIR 162.

Last year, global grain handlers Cargill Inc [CARG.UL] and Archer Daniels Midland Co, along with hundreds of farmers, sued Syngenta for losses allegedly sustained from China’s rejection of shipments of U.S. crops that contained Viptera corn. At the time, the trait was approved for planting in the United States but not for import by China, a major corn buyer.

“I’d like to better understand the MIR 162 issues, and their perspective of how they’re thinking about it,” Begemann said of Syngenta.

He said he and other Monsanto executives were also concerned about whether ongoing cost cuts affected Syngenta’s research and development capabilities.

“I just want to be confident that what we’ve seen historically from their R&D program and the capabilities they have, that those are still intact,” he said.

The lack of inside information in a hostile deal could add risk to Monsanto’s plan to sell Syngenta’s seeds business in order to alleviate anti-trust concerns.

“We would be in the position of selling those seed and trait assets blind,” Begemann said.

Begemann acknowledged uncertainty about how events will transpire.

“If I knew how the next six weeks, eight weeks played out, and we were in constructive dialogue, then you look at it very differently than if we go another six, eight weeks and we still don’t have any dialogue,” he said. “We’ll continue with the conversations we’re having with their shareholders and see where that goes.”

Reporting by P.J. Huffstutter in St. Louis Additional reporting by Tom Polansek in Chicago; Editing by Mark Potter

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