Report of Foreign Issuer (6-k)
April 26 2017 - 6:53AM
Edgar (US Regulatory)
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 April, 2017
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):
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Disclosure:
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“ChemChina
reconfirms timeline for public offers for Syngenta shares and ADSs”
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Herewith we furnish a press release related to Syngenta AG. The
full text of the press release is the following:
# # #
Syngenta International AG
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Media contacts:
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Analyst/Investor contacts:
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Media Office
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Leandro Conti
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Jennifer Gough
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CH-4002 Basel
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Switzerland
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+41 61 323 2323
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Switzerland
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+41 61 323 5059
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Switzerland
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USA
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+1 202 737 6521
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Tel:
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+41 61 323 2323
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Fax:
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+41 61 323 2424
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Paul Minehart
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USA
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+1 202 737 8913
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www.syngenta.com
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Basel, Switzerland, April 25, 2017
ChemChina reconfirms timeline for public
offers for Syngenta shares and ADSs
In response to speculation in the market,
ChemChina today reconfirmed on behalf of the Offeror that all regulatory approvals and conditions required for the closing of the
offers have been obtained or satisfied. Subject to at least 67% of Syngenta’s issued shares and ADSs being validly tendered
into the offers and not withdrawn as of May 4, 2017, the Offeror will purchase and pay for all such shares and ADSs at the first
settlement on May 18, 2017.
For further assistance in connection with
the Swiss Offer and/or additional information on how to accept the Swiss Offer, Syngenta shareholders may contact the information
agent Georgeson at 00 800 3813 3813 (toll free) or +44 117 378 5186 (direct dial) or by email at
chemchinaoffer4syngenta@georgeson.com
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For further assistance in connection with the U.S. Offer and/or additional information on how to accept the U.S. Offer, Syngenta
shareholders may contact the U.S. information agent Georgeson at its address at 480 Washington Boulevard, 26th Floor, Jersey City,
New Jersey, 07310, or at the toll-free number for holders of securities at +1 (866) 431-2096 or by email at
syngentaoffer@georgeson.com
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About Syngenta
Syngenta is a leading agriculture company
helping to improve global food security by enabling millions of farmers to make better use of available resources. Through world
class science and innovative crop solutions, our 28,000 people in over 90 countries are working to transform how crops are grown.
We are committed to rescuing land from degradation, enhancing biodiversity and revitalizing rural communities. To learn more visit
www.syngenta.com
and
www.goodgrowthplan.com
. Follow
us on Twitter
®
at
www.twitter.com/Syngenta
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Disclaimer
This press
release is not an offer to purchase or a solicitation of an offer to sell any securities.
Additional
information and where to find it
This press
release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell
company securities. The solicitation and offer to buy company securities is only made pursuant to the Swiss offer prospectus and
the offer to purchase and other documents relating to the U.S. offer that have been filed with the US Securities and Exchange
Commission (“SEC”). At the time the US Public Tender Offer was commenced, ChemChina and a designated direct or indirect
subsidiary filed a tender offer statement on Schedule TO with
the SEC and thereafter, the company filed a solicitation/recommendation statement on Schedule 14d-9 with respect to the offer.
Investors and security holders are urged to read these materials carefully since they contain important information, including
the terms and conditions of the offer. Investors and security holders may obtain a free copy of these materials and other documents
filed by ChemChina and the company with the SEC at the website maintained by the SEC at
www.sec.gov
. Investors and security
holders may also obtain free copies of the solicitation/recommendation statement and other documents filed with the SEC by the
company at
www.syngenta.com
.
Syngenta – April 25, 2017 / Page
1
of 2
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Cautionary
statement regarding forward-looking statements
Some of
the statements contained in this press release are forward-looking statements, including statements regarding the expected consummation
of the acquisition, which involves a number of risks and uncertainties, including the satisfaction of closing conditions for the
acquisition, such as regulatory approval for the transaction and the tender of at least 67% of the outstanding shares of the company,
the possibility that the transaction will not be completed and other risks and uncertainties discussed in the company’s
public filings with the SEC, including the “risk factors” section of the company’s form 20-F filed on February
16, 2017 as well as the tender offer documents filed by the offeror and the solicitation/recommendation statement filed by the
company. These statements are based on current expectations, assumptions, estimates and projections, and involve known and unknown
risks, uncertainties and other factors that may cause results, levels of activity, performance or achievements to be materially
different from any forward-looking statements. These statements are generally identified by words or phrases such as “believe”,
“anticipate”, “expect”, “intend”, “plan”, “will”, “may”,
“should”, “estimate”, “predict”, “potential”, “continue” or the negative
of such terms or other similar expressions. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize,
actual results and the timing of events may differ materially from the results and/or timing discussed in the forward-looking
statements, and you should not place undue reliance on these statements. The offeror, ChemChina and the company disclaim any intent
or obligation to update any forward-looking statements as a result of developments occurring after the period covered by this
press release or otherwise.
Syngenta – April 25, 2017 / Page
2
of 2
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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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April 26, 2017
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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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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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