6-K 1 dp74904_6k.htm FORM 6-K

 

 

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:“Acquisition of Syngenta by ChemChina approved by US competition authority”

 

Herewith we furnish a press release related to Syngenta AG. The full text of the press release is the following:

 

# # #

 

 
 

 

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        

 

   

 

 

Basel, Switzerland, April 5, 2017

 

Acquisition of Syngenta by ChemChina approved by US competition authority

 

ChemChina and Syngenta today announced that they have received approval from the US Federal Trade Commission (FTC) 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 the USA 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

 

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

 

 

 

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.

 

    SYNGENTA AG
     
Date: April 5, 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