UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2016
_____________
Commission File Number: 001-15152
SYNGENTA AG
(Translation
of registrant’s name into English)
Schwarzwaldallee
215
4058 Basel
Switzerland
(Address of
principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Re:
SYNGENTA AG
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Disclosure:
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“Extension
of the Main Offer Period of the Public Tender Offer by CNAC Saturn (NL) B.V. for all
publicly held registered shares with a nominal value of CHF 0.10 each of Syngenta AG,
Basel, Switzerland until March 2, 2017, 4:00 p.m. CET”
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Herewith we furnish a notice
related to Syngenta AG. The full text of the notice is the following:
# # #
Extension of the Main Offer Period
of the
Public Tender Offer
by
CNAC Saturn (NL) B.V.
for all publicly held
registered shares with a nominal value of CHF 0.10 each
of
Syngenta AG, Basel, Switzerland
until
March 2, 2017, 4:00 p.m. CET
Syngenta AG
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Swiss securi-
ties number
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ISIN
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Tickersymbol
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Registered shares
not tendered
(first trading line)
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1 103 746
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CH001 103 746 9
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SYNN
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Registered shares
tendered during the Main Offer
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Period
(second trading line)
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31 612 454
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CH031 612 454 1
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SYNNE
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Registered shares
tendered during the Main Offer
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Period
(third line - not traded, for USD/CHF Con-
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version Facility)
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31 631 324
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CH031 631 324 3
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-
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I.
Background
On
March 8, 2016, CNAC Saturn (NL) B.V., a private company with limited liability (
besloten vennootschap met beperk te
aansprak elijk heid
) incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam and
registered with the trade register of the Dutch Chamber of Commerce under number 65434552 (the
Offeror
), published a
public tender offer (the
Offer
) for all publicly held registered shares of Syngenta AG with a nominal value of CHF
0.10 each (each a
Syngenta Share
) pursuant to, and subject to the terms and conditions and the restrictions set forth
in, the offer prospectus of the same date (the
Offer Prospectus
).
This
notice of extension (this
Notice
) and any prior notices of extension published in connection with the Offer form an integral
part of the Offer Prospectus. Other than as set forth herein, the Offer Prospectus remains valid and unchanged, and continues
to be in force and effect . Capitalized terms used and not defined herein have the meaning ascribed to them in the Offer Pro-spectus.
The
Offeror is simultaneously conducting the U.S. Offer, which is, subject to requirements imposed by the law or by authorities,
in all material respects subject to the same terms and conditions as the Offer. Accordingly, the offer period of the U.S. Offer
will be extended concurrently with the present extension of the Main Offer Period pursuant to separate U.S. Offer documentation.
II.
Extension of the Main Offer Period
In
accordance with the extension relief described in Section B.5 of the Offer Prospectus, the Offeror extended the Initial Main Offer
Period on May 17, 2016, for a first time until July 18, 2016; on July 11, 2016, for a second time
until September 13, 2016; and on September 6, 2016, for a third time until November 8, 2016. In accordance with the additional
frame for extensions granted by the Swiss Takeover Board with decision of October 31, 2016, until April 28, 2017 (together with
the extension relief described in Section B.5 of the Offer Prospectus, the
Extension Relief
), the Offeror extended the
Main Offer Period on November 1, 2016, for a fourth time until January 5, 2017, 4:00 p.m. CET. The Offeror hereby extends the
Main Offer Period further by a period of 40 (forty) Trading Days (the
Fifth Extension Period
). The Fifth Extension Period
will commence on January 6, 2017, and end on March 2, 2017, 4:00 p.m. CET.
This extension is consistent
with the expectation that extensions to the Offer are expected to occur until all conditions to the Offer are satisfied, including
obtaining all applicable regulatory approvals.
In accordance with the Extension
Relief, the Offeror reserves the right to further extend the Main Offer Period once or several times until April 28, 2017 (the
Extension End Date
). Any such further extension of the Main Offer Period will be published no later than before the start
of trading on the last Trading Day of the Fifth Extension Period or, if applicable, of any subsequent relevant Extension Period.
The Offeror furthermore reserves
the right to extend the Main Offer Period once or several times, subject to the approval of the TOB, beyond the Extension End Date.
III.
Publication
This Notice will be published
on December 20, 2016, before the opening of trading on SIX on http://www.chemchina.com/press and submitted in electronic form to
the major Swiss media, the major news agencies active in Switzerland, the major electronic media which distribute stock exchange
information and the TOB.
IV.
Applicable
Law and Jurisdiction
The Offer, including this Notice
(and any prior notice of extension in connection with the Offer), and all rights and obligations arising thereunder or in connection
therewith, shall be governed by, and construed in accordance with, substantive
Swiss law
. The exclusive place of jurisdiction
shall be the
city of Zurich
, Switzerland.
V.
Indicative Timetable*
January 5, 2017
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End of the Fourth Extension Period
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January 6, 2017
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Start of the Fifth Extension Period
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March 2, 2017
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End of the Fifth Extension Period
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to be determined
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Potential further Extension Periods
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X - (max.) 20 TD
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Notice of Last Extension Period and of End of Main Offer Period*
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X
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End of Main Offer Period
*
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Closing of the second trading line on SIX for
tendered Syngenta Shares*
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X+1
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TD
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Provisional notice of the interim results of the Offer
*
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X+4
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TD
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Definitive notice of the interim results of the Offer
*
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X+5
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TD
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Start of the Additional Acceptance Period*
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X+8
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TD
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Payment of Special Dividend*
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X+9
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TD
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First Settlement*
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X+14
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TD
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End of the Additional Acceptance Period
*
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X+15
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TD
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Provisional notice of the end results of the Offer
*
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X+18
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TD
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Definitive notice of the end results of the Offer
*
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X+20
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TD
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Second Settlement
*
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*
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In this indicative timetable,
the abbreviation "TD" means a Trading Day. The Offeror reserves the right to extend the Main Offer Period once or several
times, under the Extension Relief and|or, subject to the approval of the TOB, beyond the Extension End Date. In addition, the
Offeror reserves the right to postpone the Settlement of the Offer pursuant to Section B.8(3) of the Offer Prospectus.
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Date of this Notice: December 20, 2016
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SYNGENTA AG
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Date:
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December 20, 2016
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By:
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/s/
Brigitte Benz
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Name:
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Brigitte Benz
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Title:
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Head Shareholder Services & Group Administration
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By:
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/s/
Dr. Tobias Meili
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Name:
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Dr. Tobias Meili
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Title:
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Head Corporate Legal Affairs
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