By Rick Carew, Shayndi Raice and Eyk Henning 

China National Chemical Corp. is nearing an agreement to buy Swiss pesticide and seed giant Syngenta AG for roughly $43 billion, according to people familiar with the matter--a move that would mark one of China's most ambitious attempts at an overseas acquisition.

Big obstacles remain to completing a deal. People familiar with the matter said an agreement between the two companies could be announced as soon as Wednesday, but also cautioned that talks could still fall apart. If an agreement is reached, it would be just the beginning of what promises to be a fraught process gaining government and regulatory approval around the world, including in the U.S., the home of a sizable portion of Syngenta's seed and crop-spray business.

Another suitor could also emerge. The global agricultural and chemicals industries have been scrambled in recent months by a bevy of deal making, kicked off by U.S. seed giant Monsanto Co.'s unsuccessful $46 billion takeover of Syngenta itself.

Terms of the deal with China National Chemical, known as ChemChina, call for a price of about 470 Swiss francs in cash, or $461, a share, according to people familiar with the matter. Bankers and investors have said it would be difficult for Monsanto, or any other suitor, to match such an all-cash offer.

If consummated, the transaction would represent the largest foreign acquisition by a Chinese company by a long shot. That honor is now held by Cnooc Ltd.'s 2013 purchase of Canada's Nexen, an oil producer, for $18.2 billion.

Shares in Syngenta rose sharply after The Wall Street Journal reported the talks earlier Tuesday. Syngenta is due to report 2015 full-year financial results on Wednesday.

A deal would need to pass a gauntlet of regulatory examinations in Europe and the U.S., which bankers and lawyers said could prove difficult. They said that U.S. authorities would scrutinize the transaction. About a quarter of Syngenta's sales come from North America.

The company is the top pesticide seller in North America in terms of sales, and it sells 10% of soybean seeds in the U.S. and 6% of U.S. corn seeds. The company was created in 2000 through the merger of the agribusiness operations of European pharmaceutical giants Novartis AG and AstraZeneca PLC.

The talks come amid global concerns about China's slowing economy and Beijing's attempts at managing that slowdown, partly by orchestrating a gradual easing of the country's currency. That has whipsawed not only the country's domestic stock markets, but also global shares, bonds and currencies--while contributing to a sharp fall in commodities prices world-wide.

Bankers said that a recent flurry of takeovers by Chinese acquirers may suggest executives there are expecting more depreciation is on the way. Doing deals now would make more sense for Chinese buyers then later, when any overseas acquisitions could be more expensive.

Despite economic headwinds at home, Chinese companies last year spent more than $112 billion on acquisitions across the globe, according to Dealogic. ChemChina has been especially prolific. Last month, it agreed to buy Munich-based equipment maker KraussMaffei Group for $1 billion. The same month, it took a 12% stake in Mercuria Energy Group, a large, privately held energy trader, for an undisclosed sum.

The deal would mark further consolidation of the seed and pesticide sectors after DuPont Co. and Dow Chemical Co. announced their merger in December. Monsanto last spring set off the current deal-making wave in the chemicals sector when it proposed to buy Syngenta.

After unsuccessfully courting Syngenta investors and sweetening its offer to $46 billion in cash and stock, Monsanto dropped its pursuit in August. That left many of Syngenta's shareholders frustrated because of a steep decline in the Swiss company's share price amid a grim outlook for the sector.

Syngenta's chief executive at the time retired and John Ramsay, its interim CEO, has said that the company was discussing possible deals with multiple parties, a shift in its initial resistance to a takeover. People familiar with the matter had said that ChemChina was interested in acquiring Syngenta.

Any deal would likely need to get approval from the Committee on Foreign Investment in the U.S., or CFIUS, the federal body that screens corporate takeovers for security concerns. Chinese acquisitions have undergone more intense scrutiny in the U.S. in recent years.

CFIUS, for instance, quashed a deal earlier this year by a Chinese investment fund to buy the lighting business of Philips NV. The unit had manufacturing, and research-and-development facilities in the U.S. It is unclear if Syngenta's pesticide and seed businesses would raise the same sort of national-security issues that deal raised.

"Regulatory risk appears significant," wrote analysts at Credit Suisse, citing Syngenta's research and development, and crop-protection portfolio.

ChemChina is already one of China's biggest and most ambitious state-owned enterprises. The closely held company employs 140,000 people and delivered sales of 240 billion yuan ($36.5 billion) in 2013, according to its website.

The company, led by founder Ren Jianxin, has worked in recent years to present itself as an open and globally minded enterprise. Many of its Chinese state-owned competitors shy away from international attention.

After ChemChina agreed to buy tire maker Pirelli & C. SpA of Italy last year, top Chinese executives including Mr. Ren hosted a nearly three-hour briefing for foreign journalists at ChemChina's headquarters in Beijing. Executives gushed over their love of European soccer and history, and pledged at the time to uphold the Italian company's autonomy.

Mr. Ren is something of an oddity inside the patchwork of China's mammoth state-owned enterprises. Unlike many state-owned companies today, which were born out of reforming government ministries in the 1980s, Mr. Ren built his company from the ground up.

He first founded a chemical company called China National Bluestar Group Co. in 1984 with a 10,000 yuan loan in the far-west industrial city of Lanzhou. As part of a government-initiated restructuring in 2004, Mr. Ren's company was absorbed by ChemChina, where Mr. Ren was installed as the company's president.

Jacob Bunge and Brian Spegele contributed to this article.

Write to Rick Carew at rick.carew@wsj.com, Shayndi Raice at shayndi.raice@wsj.com and Eyk Henning at eyk.henning@wsj.com

 

(END) Dow Jones Newswires

February 02, 2016 13:53 ET (18:53 GMT)

Copyright (c) 2016 Dow Jones & Company, Inc.
Dow (NYSE:DOW)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Dow Charts.
Dow (NYSE:DOW)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Dow Charts.