By: ICN Bureau
Last updated : March 06, 2018 8:18 pm
The intended offer values Syngenta’s total outstanding share capital at around USD 43 billion. The acquisition is subject to regulatory approvals and other conditions.
On 3 February 2016 Syngenta announced that ChemChina has offered to acquire 100% of the outstanding share capital of Syngenta at a price of USD 465 per ordinary share plus a special dividend of CHF 5 to be paid conditional upon, and prior to, closing. The intended offer values Syngenta’s total outstanding share capital at around USD 43 billion. The acquisition is subject to regulatory approvals and other conditions.
CNAC Saturn (NL) B.V., a subsidiary of ChemChina, has published the Prospectus for the Swiss Public Tender Offer. The Swiss Offer Prospectus is available on www.chemchina.com/press. The report of Syngenta’s Board of Directors and the Fairness Opinion issued by N+1 Swiss Capital regarding the Swiss Public Tender Offer are available on www.syngenta.com. The Swiss and US Public Tender Offers are expected to commence on 23 March 2016. The US Offer to Purchase is expected to be published on 23 March 2016 upon commencement of the US Public Tender Offer and will then be available on the website of the US Securities and Exchange Commission (SEC) at www.sec.gov.
The Swiss Public Tender Offer will be open for an initial period of 40 trading days. It may be renewed once or several times for subsequent periods of up to 40 trading days pending satisfaction of all offer conditions, including receipt of all regulatory approvals. The offeror intends to align the offer timelines of the US Offer with those of the Swiss Offer, subject to the approval of the Swiss Takeover Board and certain relief from the SEC. The transaction is expected to conclude by the end of the year.
Privately invested individual persons who hold their Syngenta shares with a Swiss custodian bank and who hold no more than 500 Syngenta shares and tender them into the Swiss Public Tender Offer will have the opportunity to elect to receive the USD offer price for their tendered Syngenta shares in Swiss francs as further described in the Prospectus.
The Board of Directors of Syngenta considers in its report that the proposed transaction is in the best interests of Syngenta and all of its stakeholders and that the price offered by ChemChina is fair and appropriate. The Board of Directors therefore unanimously recommends the shareholders of Syngenta to accept the offer.