Report of Foreign Issuer (6-k)
May 25 2017 - 9:33AM
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 announces the provisional end results
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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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, May 25, 2017
ChemChina announces the provisional end
results of the tender offers for Syngenta
China National Chemical Corporation (ChemChina)
today announced the provisional end results for ChemChina’s offer to acquire Syngenta. Based on preliminary numbers, at the
end of the Additional Acceptance Period on May 24, around 92.2 percent of shares have been tendered.
The prospective timetable for the closing
of the offers is as follows:
Wednesday, May 31, 2017
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Definitive notice of the end result of the offers
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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 234
th
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 25, 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
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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 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 25, 2017 / Page
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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 25, 2017
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By:
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/s/ Tobias Meili
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Name:
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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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