Amended Statement of Ownership: Solicitation (sc 14d9/a)
April 27 2017 - 8:19AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
(Amendment No. 25)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES
EXCHANGE ACT OF 1934
SYNGENTA AG
(Name of Subject Company)
SYNGENTA AG
(Name of Person(s) Filing Statement)
Common shares, nominal value CHF 0.10
per share (“Common Shares”)
American Depositary Shares (“ADSs”), each representing one-fifth of a Common
Share of Syngenta AG, nominal value CHF 0.10 per share
(Title of Class of Securities)
CH0011037469 (Common Shares)
87160A100 (ADSs)
(CUSIP Number of Class of Securities)
Christoph Mäder
Group General Counsel
Syngenta International AG
P.O. Box
CH-4002 Basel, Switzerland
+41 61 323 1111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Louis L. Goldberg
H. Oliver Smith
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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o
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 25 to Schedule
14D-9 (this “
Amendment
”) amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9 originally filed with the United States Securities and Exchange Commission (the “
SEC
”) on March 23,
2016 (together with the Exhibits and Annexes thereto and as amended or supplemented hereby and from time to time, the
“
Schedule 14D-9
”) by Syngenta AG, a Swiss corporation (
Aktiengesellschaft
) with registered office
in Basel, Switzerland (the “
Company
”). The Schedule 14D-9 relates to a tender offer by CNAC Saturn (NL)
B.V. (the “
Offeror
”), a private company with limited liability (B.V. or “
Besloten Vennootschap
met beperkte aansprakelijkheid
”) organized under the laws of The Netherlands, that is an indirect wholly-owned
subsidiary of China National Chemical Corporation, a state-owned enterprise organized under the laws of the People’s
Republic of China (“
ChemChina
”), to purchase (i) up to 100% of the issued and outstanding publicly held
registered shares (
Namenaktien
), with a nominal value of 0.10 Swiss francs per share, of the Company (collectively the
“
Common Shares
” and each a “
Common Share
”)
that
are held by residents in the United States (“
U.S.
”),
including holders who are “U.S. holders”
(as that term is defined under instruction 2 to paragraphs
(c) and (d) of Rule 14d-1 under the U.S. Securities Exchange Act of 1934, as amended), and (ii) up to 100% of the outstanding
American Depositary Shares of the Company, issued by The Bank of New York Mellon acting as depositary, each representing
one-fifth of a Common Share, of the Company (collectively the “
ADSs
” and each an “
ADS
”)
from all holders, wherever located, for $465.00 per Common Share, and $93.00 per ADS, in each case, in cash, without
interest, payable in U.S. dollars, and less the amount of any fees, expenses and withholding taxes that may be applicable
(including, in the case of ADSs, a fee of $0.05 per ADS for the cancellation of tendered ADSs), upon the terms and subject to
the conditions set forth in the U.S. Offer to Purchase, dated March 23, 2016, and in the related Common Share Acceptance
Letter or the ADS Letter of Transmittal, as applicable, contained in the Tender Offer Statement on Schedule TO, dated March
23, 2016 filed by ChemChina and the Offeror with the SEC on March 23, 2016, as amended or supplemented from time to time.
Capitalized terms used, but not otherwise
defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 9. EXHIBITS.
The following is hereby added to the list
of exhibits, following Exhibit No. (a)(1)(Y) “Media Release by Syngenta International AG dated April 25, 2017 (incorporated
by reference to the Company’s Current Report on Form 6-K, filed on April 26, 2017).”:
Exhibit
No.
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Description
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(a)(1)(Z)
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Media Release by Syngenta International AG dated April 26, 2017 (incorporated by reference to the Company’s Current Report on Form 6-K, filed on April 26, 2017).
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SIGNATURE
After due inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
SYNGENTA AG
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By:
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/s/ Christoph Mäder
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Name:
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Christoph Mäder
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Title:
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Group General Counsel
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Dated: April 27, 2017
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