SYT Syngenta Ag (delisted)

 

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:

 

Form 20-F

X

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):

 

Yes

No

X

 

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):

 

Yes

No

X

 

 

Re:

SYNGENTA AG

 

Disclosure:

“ChemChina reconfirms timeline for public offers for Syngenta shares and ADSs”

 

Herewith we furnish a press release related to Syngenta AG. The full text of the press release is the following:

 

# # #

 

Syngenta International AG		Media contacts:		Analyst/Investor contacts:
Media Office		Leandro Conti		Jennifer Gough
CH-4002 Basel		Switzerland	+41 61 323 2323	Switzerland	+41 61 323 5059
Switzerland				USA	+1 202 737 6521
Tel:	+41 61 323 2323
Fax:	+41 61 323 2424	Paul Minehart
		USA	+1 202 737 8913
www.syngenta.com

 

 

 

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 Subject to at least 67% of Syngenta’s issued shares and ADSs being validly tendered into the offers and not withdrawn as of May 4, 2017, the Offeror will purchase and pay for all such shares and ADSs at the first settlement on May 18, 2017.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 . 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 .

 

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 .

 

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 .

 

 

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.

   

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.

 

			SYNGENTA AG
Date:	April 26, 2017		By:	/s/ Dr. Tobias Meili
				Name:	Dr. Tobias Meili
				Title:	Head Corporate Legal Affairs
			By:	/s/ Brigitte Benz
				Name:	Brigitte Benz
				Title:	Head Shareholder Services & Group Administration