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:
| Form 20-F | X |
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):
| Yes | No | X |
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):
| Yes | No | X |
| Re: | SYNGENTA AG |
| Disclosure: | “ ChemChina announces end of public tender offers for Syngenta on May 4, 2017” |
Herewith we furnish a press release related to Syngenta AG. The full text of the press release is the following:
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| Syngenta International AG | Media contacts: | Analyst/Investor contacts: | |||
| Media Office | Leandro Conti | Jennifer Gough | |||
| CH-4002 Basel | Switzerland | +41 61 323 2323 | Switzerland | +41 61 323 5059 | |
| Switzerland | USA | +1 202 737 6521 | |||
| Tel: | +41 61 323 2323 | ||||
| Fax: | +41 61 323 2424 | Paul Minehart | |||
| USA | +1 202 737 8913 | ||||
| www.syngenta.com | |||||
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Basel, Switzerland, April 13, 2017
ChemChina announces end of public tender offers for Syngenta on May 4, 2017
ChemChina announced today that the tender offers to purchase all publicly held Syngenta shares and ADSs will end on 4 May, 2017.
In accordance with the framework for extensions set by the Swiss Takeover Board, ChemChina made use of the last possibility to extend the Swiss Offer provided by that framework. Accordingly, the Swiss Offer will end on May 4, 2017 at 4:00 p.m. CEST, and the U.S. Offer will end on May 4, 2017 at 10:00 am, New York City time.
Accordingly, shareholders willing to tender their shares or ADSs into the offers and thereby contribute to the satisfaction of the minimum acceptance rate condition are asked to tender their shares or ADSs by 4 May, 2017 or an earlier deadline set by their custodian bank.
The Board of Directors of Syngenta has unanimously recommended the offer to shareholders. The ChemChina-Syngenta transaction respects the interests of all stakeholders and will ensure continued choice and ongoing innovation for growers 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.
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.
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 | |||||
| Date: | April 13, 2017 | By: | /s/ Tobias Meili | ||
| Name: | Dr. Tobias Meili | ||||
| Title: | Head Corporate Legal Affairs | ||||
| By: | /s/ Brigitte Benz | ||||
| Name: | Brigitte Benz | ||||
| Title: | Head Shareholder Services & Group Administration | ||||