Report of Foreign Issuer (6-k)
April 05 2017 - 9:52AM
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 April, 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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“Acquisition
of Syngenta by ChemChina approved by EU competition authority”
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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, April 5, 2017
Acquisition of Syngenta by ChemChina
approved by EU competition authority
ChemChina and Syngenta today announced that
they have received approval from the European Commission for the proposed acquisition of Syngenta by ChemChina. This represents
a major step towards the closing of the transaction, which is expected to take place in the second quarter of 2017.
The ChemChina-Syngenta transaction will
ensure continued choice and ongoing innovation for growers in Europe and around the world.
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
.
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
.
Syngenta – April 5, 2017 / Page
1
of 2
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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 satisfaction of closing conditions for the
acquisition, 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
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 – April 5, 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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April 5, 2017
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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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