Report of Foreign Issuer (6-k)
May 31 2017 - 11:34AM
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 definitive 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 31, 2017
ChemChina
announces the definitive end results of the tender offers for Syngenta
China National
Chemical Corporation (ChemChina) today announced the definitive end results for ChemChina’s offer to acquire Syngenta, according
to which around 94.7 percent of shares have been tendered.
Settlement for shares tendered
after the expiration of the Main Offer Period will take place on June 7, 2017.
ChemChina
re-affirmed its intention to request the cancellation of the remaining publicly held Syngenta shares in accordance with the Swiss
Financial Markets Infrastructure Act if the 98 percent threshold is exceeded. To that end, it intends to acquire further shares
through market purchases or in off-market transactions.
If the level
of participation remains below 98 percent, ChemChina re-affirmed its intention to proceed to a squeeze-out merger.
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 31, 2017 / Page
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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, including statements regarding the expected consummation of the acquisition, 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 – May 31, 2017 / Page
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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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May 31, 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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