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 October, 2016
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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“Third quarter 2016: sales $2.5 billion”
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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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Bastien Musy
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USA
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+1 202 737 8913
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Switzerland
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+41 61 323 1910
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www.syngenta.com
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USA
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+1 202 737 6520
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Basel, Switzerland, October 25, 2016
Third quarter 2016: sales $2.5 billion
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·
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Sales excluding change in Brazil sales
terms up 2 percent (reported and at constant exchange rates)
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·
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Strong recovery in Asia Pacific; solid
growth in Europe and North America
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·
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Latin America: impact of change in terms
and weak sales in Brazil
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·
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ChemChina transaction: regulatory process
ongoing
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Group sales of $2.5 billion were down 3
percent at constant exchange rates compared with the third quarter of 2015. Reported sales were also 3 percent lower, with the
dollar broadly stable against major selling currencies. For the first nine months of 2016, sales declined 3 percent at constant
exchange rates to $9.6 billion.
Excluding the impact from the change in
sales terms in Brazil, sales at constant exchange rates were up 2 percent in the quarter and were unchanged in the first nine months.
Third quarter sales by region at CER
1
Regional sales of $2.4 billion were 4 percent
lower at constant exchange rates.
Volumes were 7 percent lower. Prices were
3 percent higher, driven by increases in Brazil and in the CIS to offset prior year local currency depreciation.
Sales in
Europe, Africa and the Middle
East
rose by 8 percent, benefiting from robust fungicides sales and successful seedcare campaigns. Growth in seeds reflected
good performances for cereals in North Europe and sunflower in South East Europe. For the first nine months, regional sales were
up 3 percent, despite adverse weather conditions in the second quarter.
In
North America
, growth of 11 percent
was driven by selective herbicides, reflecting the continuing success of Syngenta’s weed management solutions. Non-selective
herbicides sales were down, largely due to the deliberate reduction in solo glyphosate. Corn and soybean seeds sales were higher,
as end-season closing adjustments were below last year’s level.
Sales in
Latin America
were 21 percent
lower. Excluding the change in sales terms, sales were 10 percent lower. In Brazil, volumes continued to be affected by
1
At
constant exchange rates
Syngenta – October 25, 2016 / Page
1
of 7
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high levels of insecticide inventories,
with pest pressure remaining low and increased soybean trait adoption. In Argentina, with the improved market environment, we registered
double-digit growth.
Asia Pacific
recorded a 22 percent
sales increase, helped by the ending of El Niño and a better monsoon in South Asia. Demand for crop protection products
was strong, particularly for fungicides in ASEAN and insecticides in South Asia. Seeds sales were driven by high demand for conventional
corn in South Asia and for GM hybrids in the Philippines.
Third quarter product line sales at CER
Growth in
Selective herbicides
was
largely driven by North America, where sales of ACURON™ in the USA almost tripled: for the first nine months sales of this
product exceeded $200 million. Sales of
Non-selective herbicides
were lower, largely due to the deliberate reduction in
solo glyphosate in North America, which will be completed by year end. Sales of
Fungicides
in Brazil were negatively affected
by the change in sales terms and the effect of the previous season’s drought. This was partially offset by strong demand
in ASEAN, notably for AMISTAR
®
and SCORE
®
. In the USA the successful launch of TRIVAPRO™, a
product based on SOLATENOL™, continued.
Insecticides
sales were lower, with the volume reduction in Brazil partially
offset by growth in South Asia.
Seedcare
sales further increased compared with a strong quarter in 2015, driven by technology
adoption in China and South East Europe.
Corn and soybean
seeds increased
in all regions, led by corn in Latin America and Asia.
Diverse field crops
sales were higher, with sunflower growth in South
East Europe and a good start to the planting season in Argentina.
Vegetables
were up 5 percent with strong hybrid performance
in Mexico and in China.
Lawn and Garden
sales were up 3 percent
driven by solid volume growth for Pest Management and Vector Control solutions in all regions.
Erik Fyrwald, Chief Executive Officer,
said: “In a challenging year for the industry, it is encouraging to see strong uptake of our new technologies in a number
of markets. This reflects the success of our R&D investments, which will continue to bring broad-based innovation to growers
around the world.
“For the fourth quarter of 2016,
we expect a continuation of the recovery in Asia Pacific and an improved performance in Latin America, with no further impact
from the change in sales terms in Brazil. We confirm our full year guidance of slightly lower sales at constant exchange rates,
with a mid-single digit decline in reported sales. The EBITDA margin is expected to be around last year’s level despite
the non-recurrence of the $200 million trait revenue received in the fourth quarter of 2015. Our ongoing focus on working capital
management should result in free cash flow for the year of over $1 billion
1
.
“The transaction with ChemChina will
ensure continuing choice and broad-based innovation for growers worldwide. The process of obtaining regulatory approvals is well
underway, with CFIUS clearance and 11 anti-trust approvals already received. In a context of industry consolidation, regulators
in the EU and elsewhere have recently requested a large amount of additional information, and we now expect the regulatory process
to extend into the first quarter of 2017. ChemChina and Syngenta remain fully committed to the transaction and are confident of
its closure."
1
Excluding
costs associated with the ChemChina transaction
Syngenta – October 25, 2016 / Page
2
of 7
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A presentation illustrating the third quarter
2016 sales is available
here
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
.
Additional
information and where to find it
This 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 will only be 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 U.S. Securities and Exchange
Commission ("SEC"). investors and security holders are urged to carefully read the tender offer statement on schedule
to filed by the offeror with the SEC and the solicitation/recommendation statement on schedule 14d-9 with respect to the offer
filed by the company with the SEC, since these materials 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 the offeror 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 release are forward-looking statements, including statements regarding the expected consummation
of the Swiss and U.S. public tender offers, which involves a number of risks and uncertainties, including the satisfaction of
closing conditions for the offers, 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 11, 2016, 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 future 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 release or otherwise.
Syngenta – October 25, 2016 / Page
3
of 7
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Unaudited third quarter sales
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For the three months ended September 30,
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($m)
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2016
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2015
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Actual %
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CER
1
%
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Group sales
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Europe, Africa, Middle East
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529
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509
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+ 4
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+ 8
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North America
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431
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390
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+ 11
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+ 11
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Latin America
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999
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1,233
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- 19
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- 21
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Asia Pacific
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425
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349
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+ 22
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+ 22
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Total regional sales
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2,384
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2,481
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- 4
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- 4
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Lawn and Garden
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140
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135
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+ 4
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+ 3
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Group sales
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2,524
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2,616
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- 3
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- 3
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Crop Protection by region
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Europe, Africa, Middle East
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395
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376
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+ 5
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+ 9
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North America
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404
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363
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+ 12
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+ 12
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Latin America
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881
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1,134
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- 22
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- 23
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Asia Pacific
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356
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297
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+ 20
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+ 20
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Total
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2,036
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2,170
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- 6
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- 6
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Seeds by region
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Europe, Africa, Middle East
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139
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138
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+ 1
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+ 4
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North America
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37
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33
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+ 12
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+ 12
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Latin America
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125
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105
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+ 19
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+ 14
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Asia Pacific
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71
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53
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+ 34
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+ 36
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Total
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372
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329
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+ 13
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+ 13
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Sales by business
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Crop Protection
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2,036
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2,170
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- 6
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- 6
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Seeds
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372
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329
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+ 13
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+ 13
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Elimination of Crop Protection sales to Seeds
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(24)
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(18)
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n/a
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n/a
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Total regional sales
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2,384
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2,481
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- 4
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- 4
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Lawn and Garden
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140
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135
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+ 4
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+ 3
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Group sales
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2,524
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2,616
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- 3
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- 3
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1
Growth at constant exchange
rates
Syngenta – October 25, 2016 / Page
4
of 7
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Unaudited third quarter product line
sales
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For the three months ended September 30,
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($m)
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2016
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2015
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Actual %
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CER
1
%
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Selective herbicides
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461
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415
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+ 11
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+ 12
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Non-selective herbicides
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201
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232
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- 13
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- 13
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Fungicides
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657
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750
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- 12
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- 13
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Insecticides
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405
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481
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- 16
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- 16
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Seedcare
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266
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260
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+ 2
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+ 4
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Other crop protection
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46
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32
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+ 45
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+ 45
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Total Crop Protection
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2,036
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2,170
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- 6
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- 6
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Corn and soybean
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135
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101
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+ 34
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+ 28
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Diverse field crops
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109
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103
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+ 6
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+ 8
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Vegetables
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128
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125
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+ 2
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+ 5
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Total Seeds
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372
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329
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+ 13
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+ 13
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Elimination of Crop Protection sales to Seeds
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(24)
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(18)
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n/a
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n/a
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Lawn and Garden
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140
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135
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+ 4
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+ 3
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Group sales
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2,524
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2,616
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- 3
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- 3
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1
Growth at constant exchange
rates
Syngenta – October 25, 2016 / Page
5
of 7
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Unaudited nine months sales
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For the nine months ended September 30,
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($m)
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2016
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2015
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Actual %
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CER
1
%
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Group sales
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|
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Europe, Africa, Middle East
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3,221
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3,391
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- 5
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+ 3
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North America
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2,546
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2,620
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- 3
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- 2
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Latin America
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2,040
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2,403
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- 15
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- 13
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Asia Pacific
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1,335
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1,376
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- 3
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-
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Total regional sales
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9,142
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9,790
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- 7
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- 3
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Lawn and Garden
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476
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460
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+ 4
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+ 5
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Group sales
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9,618
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10,250
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- 6
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- 3
|
|
|
|
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Crop Protection by region
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|
|
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Europe, Africa, Middle East
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2,421
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2,539
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- 5
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+ 2
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North America
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1,936
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1,946
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-
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-
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Latin America
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1,796
|
2,193
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- 18
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- 16
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Asia Pacific
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1,127
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1,173
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- 4
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- 1
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Total
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7,280
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7,851
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- 7
|
- 4
|
|
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Seeds by region
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|
|
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Europe, Africa, Middle East
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812
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859
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- 6
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+ 4
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North America
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632
|
688
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- 8
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- 8
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Latin America
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259
|
227
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+ 14
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+ 20
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Asia Pacific
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213
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208
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+ 2
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+ 6
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Total
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1,916
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1,982
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- 3
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+ 2
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Sales by business
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|
|
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Crop Protection
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7,280
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7,851
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- 7
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- 4
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Seeds
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1,916
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1,982
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- 3
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+ 2
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Elimination of Crop Protection sales to Seeds
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(54)
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(43)
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n/a
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n/a
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Total regional sales
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9,142
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9,790
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- 7
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- 3
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Lawn and Garden
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476
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460
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+ 4
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+ 5
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Group sales
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9,618
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10,250
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- 6
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- 3
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1
Growth at constant exchange
rates
Syngenta – October 25, 2016 / Page
6
of 7
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Unaudited nine months product line sales
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For the nine months ended September 30,
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($m)
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2016
|
2015
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Actual %
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CER
1
%
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Selective herbicides
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2,310
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2,395
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- 4
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-
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Non-selective herbicides
|
592
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722
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- 18
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- 15
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Fungicides
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2,415
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2,621
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- 8
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- 5
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Insecticides
|
1,190
|
1,330
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- 11
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- 8
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Seedcare
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669
|
698
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- 4
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+ 1
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Other crop protection
|
104
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85
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+ 23
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+ 26
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Total Crop Protection
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7,280
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7,851
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- 7
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- 4
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Corn and soybean
|
903
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967
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- 7
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- 4
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Diverse field crops
|
558
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559
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-
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+ 11
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Vegetables
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455
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456
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-
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+ 3
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Total Seeds
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1,916
|
1,982
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- 3
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+ 2
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Elimination of Crop Protection sales to Seeds
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(54)
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(43)
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n/a
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n/a
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Lawn and Garden
|
476
|
460
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+ 4
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+ 5
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Group sales
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9,618
|
10,250
|
- 6
|
- 3
|
1
Growth at constant exchange rates
Syngenta – October 25, 2016 / Page
7
of 7
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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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October 25, 2016
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By:
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/s/ Tobias Meili
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Name:
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Dr. 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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