Report of Foreign Issuer (6-k)
June 07 2017 - 12:34PM
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-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 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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“
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ChemChina completes the second 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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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, June 7, 2017
ChemChina completes the second settlement
of the tender offers for Syngenta
China National Chemical Corporation (ChemChina)
today announced the successful completion of the Second Settlement of ChemChina’s tender offers for Syngenta. Shareholders
who tendered their shares after 4 May 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 June 7, 2017. In the First and the Second Settlement, ChemChina
acquired 94.7 percent of Syngenta shares in aggregate.
As soon as permitted by law and applicable
regulation, 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 – June 7, 2017 / Page
1
of 2
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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
Common Shares or ADSs. The solicitation and offer to buy Common Shares or ADSs was only made pursuant to the Swiss Offer Prospectus
and the U.S. Offer to Purchase and other documents relating to the U.S. Offer that were filed with the U.S. Securities and Exchange
Commission ("SEC"), including the Tender Offer Statement on Schedule TO filed by ChemChina and CNAC Saturn (NL) B.V.
("Purchaser") and the Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the U.S. Offer filed by
Syngenta. A free copy of these materials and other documents filed by ChemChina, Purchaser and Syngenta with the SEC can be obtained
at the website maintained by the SEC at
www.sec.gov
. Free copies of the Solicitation/Recommendation
Statement and other documents filed with the SEC by Syngenta can be obtained 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, which involves a number of risks and uncertainties
discussed in Syngenta’s public filings with the SEC, including the "risk factors" section of Syngenta's Form 20-F
filed on February 16, 2017 as well as the U.S. Offer documents filed by ChemChina and Purchaser and the Solicitation/Recommendation
Statement filed by Syngenta. 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. ChemChina, Purchaser and Syngenta 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 – June 7, 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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June 7, 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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