Monsanto Company (NYSE: MON) today reaffirmed its commitment to a constructive process to negotiate a mutually beneficial combination as part of the company’s proposal to combine with Syngenta (VTX: SYNN) in a cash and stock transaction valued at 449 CHF per share. Monsanto’s proposal would provide Syngenta shareholders with a substantial premium of more than 43 percent over the 314 CHF unaffected share price on April 30, 2015 and a more than 45 percent premium to Syngenta's 52 week volume weighted average share price, as well as significant further value creation through ongoing ownership in the combined company. Monsanto has proposed to Syngenta a new $2 billion reverse break-up fee payable by Monsanto if it is unable to obtain necessary global regulatory approvals.

“We’re encouraged by the reaction to our proposal from our respective shareowners, customers and other stakeholders,” said Hugh Grant, Monsanto Chairman and CEO. “It is disappointing that Syngenta has not engaged in substantive discussions about the many benefits of this combination, including the benefits for farmers around the world. We remain committed to unlocking the opportunity of this combination and pursuing constructive conversation with Syngenta’s management and board. Monsanto devoted significant time and resources analyzing the potential combination with Syngenta, and we are confident in our ability to obtain all necessary regulatory approvals. We’ve backed our confidence by agreeing to divest overlapping businesses and offered a $2 billion reverse break-up fee to further demonstrate our commitment to this combination.”

Monsanto reiterated that the combined strengths of both companies will accelerate innovation and increase choice for farmers around the world, unlock enhanced scale and reach, and provide the opportunity to offer farmers integrated solutions across a broader set of crops, geographies and production practices.

“Combining Monsanto’s global seeds, traits and information technology capabilities with Syngenta’s global position in crop protection chemicals will create significant value for growers to ultimately meet the needs of broader society,” Grant added.

Additional materials supporting the strategic rationale and benefits of the proposed transaction are available on Monsanto’s website at www.monsanto.com/investors.

About Monsanto Company

Monsanto is committed to bringing a broad range of solutions to help nourish our growing world. We produce seeds for fruits, vegetables and key crops – such as corn, soybeans, and cotton – that help farmers have better harvests while using water and other important resources more efficiently. We work to find sustainable solutions for soil health, help farmers use data to improve farming practices and conserve natural resources, and provide crop protection products to minimize damage from pests and disease. Through programs and partnerships, we collaborate with farmers, researchers, nonprofit organizations, universities and others to help tackle some of the world’s biggest challenges. To learn more about Monsanto, our commitments and our more than 20,000 dedicated employees, please visit: discover.monsanto.com and monsanto.com. Follow our business on Twitter® at twitter.com/MonsantoCo, on the company blog, Beyond the Rows® at monsantoblog.com or subscribe to our News Release RSS Feed.

Cautionary Statements Regarding Forward-Looking Information:

Certain statements contained in this release are "forward-looking statements," such as statements concerning the anticipated financial results, current and future product performance, regulatory approvals, business and financial plans of the company and the potential combined business of the company and Syngenta, including the expected benefits of a potential combination as well as whether a potential combination will be entered into or completed, and other non-historical facts. These statements are based on current expectations and currently available information. However, since these statements are based on factors that involve risks and uncertainties, the company`s actual performance and results may differ materially from those described or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, among others: continued competition in seeds, traits and agricultural chemicals; the company`s exposure to various contingencies, including those related to intellectual property protection, regulatory compliance and the speed with which approvals are received, and public acceptance of biotechnology products; the success of the company`s research and development activities; the outcomes of major lawsuits and the previously-announced SEC investigation; developments related to foreign currencies and economies; successful operation of recent acquisitions; fluctuations in commodity prices; compliance with regulations affecting the company`s manufacturing; the accuracy of the company`s estimates related to distribution inventory levels; the recent increases in and expected higher levels of indebtedness; the company`s ability to fund its short-term financing needs and to obtain payment for the products that it sells; the effect of weather conditions, natural disasters and accidents on the agriculture business or the company`s facilities; the possibility that a potential transaction involving Syngenta will not be entered into or will be pursued on different terms and conditions, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to a possible transaction, failure to realize the expected benefits thereof, or the impact of changes in business, financial, market, legal or other conditions; and other risks and factors detailed in the company`s most recent periodic report to the SEC. Undue reliance should not be placed on these forward-looking statements, which are current only as of the date of this release. The company disclaims any current intention or obligation to update any forward-looking statements or any of the factors that may affect actual results.

Other Information:

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 Syngenta AG, or Syngenta ADSs, nor shall it form the basis of, or be relied on in connection with, any contract there for.