Report of Foreign Issuer (6-k)
May 18 2017 - 12:29PM
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 May, 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 completes the first settlement of
the tender offers for Syngenta”
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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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Paul Minehart
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Fax:
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+41 61 323 2424
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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, May 18, 2017
ChemChina completes the first settlement
of the tender offers for Syngenta
China National Chemical Corporation (ChemChina)
today announced the successful completion of the First Settlement of ChemChina’s tender offers for Syngenta. Shareholders
who tendered their shares by May 4, 2017 received the consideration of US$465 per share, and holders of American Depositary Shares
("ADSs") who tendered their ADSs received US$93 per ADS, on May 18, 2017. Shareholders who tender their shares or ADSs
by the end of the Additional Acceptance Period on May 24, 2017 will receive the same consideration in the Second Settlement. The
Second Settlement is expected to occur on June 7, 2017. In addition, a dividend of CHF 5 per share was paid to all shareholders
on May 16, 2017.
The prospective timetable for the closing
of the offers is as follows:
Wednesday, May 24, 2017
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End of the Additional Acceptance Period
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Friday, May 26, 2017
(at the latest)
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Provisional notice of the end result of the Offer
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Wednesday, May 31, 2017
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Definitive notice of the end result of the Offer
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Wednesday, June 7, 2017
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Second Settlement
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Further, as soon as permitted by law and
applicable regulations, it is intended to de-list the shares from the SIX and to de-list the ADSs from the NYSE.
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
.
About ChemChina
ChemChina, which is headquartered in Beijing,
China, possesses production, R&D and marketing systems in 150 countries and regions. It is the largest chemical corporation
in China, and occupies the 234th position among the Fortune Global 500. The company’s main businesses include materials
science, life science, high-end manufacturing and basic chemicals, among others. Previously, ChemChina has successfully acquired
9 leading industrial companies in France, United Kingdom, Israel, Italy and Germany, etc. To learn more visit
www.chemchina.com
and
www.chemchina.com/press
.
Syngenta – May 18, 2017 / Page 1 of 2
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 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 – May 18, 2017 / Page 2 of 2
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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May 18, 2017
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By:
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/s/ Daniel Michaelis
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Name:
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Daniel Michaelis
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Title:
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Senior Counsel
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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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