Syngenta, target of an unwanted $45 billion takeover approach by Monsanto, said its US suitor has failed to convince it of the merits of a merger and is just repeating the “same indequate price” with the same flawed view of the execution risks.

The only change in Monsanto’s proposal since the first offer tabled on April 18 is a “wholly inadequate” break fee of $2 billion, the Basel, Switzerland-based maker of agrochemicals and seeds said in a release.

Frustration is creeping into Syngenta’s demeanor, faced with the detrimental effect on business a prolonged pursuit may have and amid widespread expectations among investors of a higher offer.

Chief executive officer Mike Mack has trodden a careful path since the initial approach, acknowledging the need to do proper due diligence on Monsanto’s plan to create an agricultural-products powerhouse, while emphasizing the prospects the company has on its own.

“It’s not the end of the takeover saga,” said Markus Mayer, an analyst at Baader Bank, who has a “buy” rating on Syngenta.

“The second offer was not a big change - just a breakup fee. It shows that Monsanto is still interested.”

Monsanto is looking to jumpstart talks on combining its leading franchise for genetically modified seeds with the world’s largest maker of agricultural chemicals.

The break-up fee would be payable if Monsanto is unable to obtain global regulatory approvals by selling all overlapping businesses. Fruitless Meetings Syngenta rejected the 449 francs-a-share bid, with 45 per cent in cash, saying it undervalued the company and doesn’t sufficiently compensate for antitrust risks.

Syngenta would consider entering talks if Monsanto raises its offer and adds a multibillion-dollar termination fee in the ballpark of 10 per cent of the purchase price, people with knowledge of the situation said last week.

“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,” Syngenta said Monday.

“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.”

Baader’s Mayer said Monsanto will have to sweeten its bid to at least the 500-franc mark - the analyst’s target price - or change the equity or cash components of the deal. Monsanto, based in St. Louis, has pledged to sell Syngenta’s seed and genetically engineered traits as well as any overlapping crop chemicals to win regulatory approval.

Chemicals that would be sold include Syngenta’s glyphosate and acetochlor herbicides, a person with knowledge of the matter said last week.

Bloomberg