Monsanto Company (NYSE: MON) announced Wednesday morning that it will no longer be pursuing a merger with Syngenta AG (NYSE: SYT), saying that it will focus instead on developing its core business. Previously, Monsanto issued a revised proposal to acquire Syngenta on August 18, but this did not meet Syngenta’s financial expectations and was dropped.
Originally Monsanto believed that the shareoholders of the combined company would have benefited from substantial synergies, significant cash EPS accretion and attractive ROIC, as well as a responsible capital structure. However this will not come to fruition.
In the updated proposal that was ultimately rejected, Monsanto included:
- Increased the cash component of the proposed transaction to CHF 245 per share. The proposal also maintained the same number of shares as in its April proposal, providing Syngenta shareowners with an approximate 30 percent ownership in the new company. Based on Monsanto’s share price and currency exchange rates at the time, the revised proposal translated to a value of CHF 470 per share.
- Given the confidence the transaction would close and to provide additional protection from closing risk, the proposal increased the reverse break-up fee to $3 billion. The reverse break-up fee would have been payable by Monsanto if it would have been unable to obtain necessary global regulatory approvals.
As a result of the rejection, Monsanto is taking a more inward focus on how it will be handling its business in the near future. The company detailed its plans in today’s release:
Monsanto will continue its focus on opportunities within its existing core business and resume the implementation of its approved share repurchase program as soon as practical. In addition, Monsanto management today confirmed its confidence in delivering its five-year plan to more than double fiscal-year 2014 ongoing earnings per share by 2019.
Shares of Monsanto were up 7.3% at $95.97 on Wednesday afternoon. The stock has a consensus analyst price target of $131.71 and a 52-week trading range of $89.34 to $126.00.
Syngenta shares were down 13% at $67.91 on its 52-week trading range of $58.72 to $98.15. The stock has a consensus analyst price target of $74.57.
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