ChemChina Announces the Definitive Interim Results for Its Offer to Acquire Syngenta
May 10 2017 - 1:00AM
Business Wire
China National Chemical Corporation ("ChemChina") today
announced the definitive interim results for the tender offers to
purchase all publicly held registered shares ("Common Shares") of
Syngenta AG ("Syngenta") and all outstanding American Depositary
Shares representing Common Shares ("ADSs"). At the end of the Main
Offer Period on May 4, 4:00 p.m. CEST, around 82.2 percent of
Common Shares (including those represented by ADSs) have been
validly tendered in, and not withdrawn from, the offers. The
Minimum Acceptance Rate condition of 67 percent of issued Syngenta
shares has been satisfied and the offers have been successful.
An additional acceptance period will begin on May 11, 2017.
Shareholders of Syngenta and holders of ADSs who have not tendered
their Common Shares or ADSs into the offers during the main offer
period may accept the offers during the additional acceptance
period, in which case they will receive the offer price in the
second settlement. Such shareholders and holders of ADSs are
advised that the additional acceptance period will end on
May 24, 2017, 4:00 p.m. CEST / 10:00 a.m. New York City
Time.
Shareholders of Syngenta and holders of ADSs should be aware
that their custodian bank may set a deadline for tendering their
Common Shares and ADSs that ends prior to May 24, 2017, 4:00
p.m. CEST / 10:00 a.m. New York City Time. ChemChina, the offeror
and Syngenta have no control over such deadlines that are set by
custodian banks for their clients. Shareholders and holders of ADSs
are advised to consult with their custodian bank in case of any
doubt or if they have not received specific instructions in this
regard.
The prospective timetable for the closing of the offers is as
follows:
Thursday, May 11, 2017 Start of the Additional
Acceptance Period Tuesday, May 16, 2017 Payment of Special Dividend
Thursday, May 18, 2017 First Settlement Wednesday, May 24, 2017 End
of the Additional Acceptance Period Friday, May 26, 2017 (at the
latest) Provisional notice of the end result of the Offer
Wednesday, May 31, 2017 Definitive notice of the end result of the
Offer Wednesday, June 7, 2017 Second Settlement
Further, 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.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170509006881/en/
Syngenta International AGMedia OfficeTel: +41 61 323
2323Fax: +41 61 323
2424www.syngenta.comorMedia:Leandro Conti, +41 61 323
2323SwitzerlandorPaul Minehart, +1 202 737
8913USAorAnalysts/Investors:Jennifer GoughSwitzerland, +41
61 323 5059USA, +1 202 737 6521
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