Swiss Prospectus for ChemChina Syngenta Buy Published

CNAC Saturn, a Netherlands-based subsidiary of ChemChina, has published the prospectus for the Chinese chemical company’s Swiss Public Tender offer for agrochemicals producer Syngenta.

The Swiss offer, planned to be published on Mar. 23, simultaneously with publication of the US Offer to Purchase, will be open for an initial period of 40 trading days and 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 transaction is expected to conclude by the end of 2016.

CNAC said individual private investors who hold no more than 500 Syngenta shares with a Swiss custodian bank and tender them into the Swiss tender offer may elect to receive the US dollar-denominated offer price for their Swiss franc-denominated shares as described in the prospectus.

In its report, the Syngenta board of directors unanimously recommended that shareholders accept the ChemChina offer, which it describes as fair and appropriate and in the best interests of the company.

The Swiss offer prospectus is available at www.chemchina.com/press. The board’s report and the Fairness Opinion issued by N+1 Swiss Capital regarding the Swiss offer are available at www.syngenta.com. From Mar. 23, the US public tender offer will be available from the website of the US Securities and Exchange Commission (SEC) at www.sec.gov.

ChemChina won over the Syngenta board despite intensive wooing by Monsanto openly and behind the scenes by BASF. It has offered to acquire 100% of the Swiss company’s outstanding share capital for $465 per ordinary share plus a special dividend of five Swiss francs to be paid conditional upon, and prior to, closing.

The deal, which must still clear all regulatory hurdles, values Syngenta’s total outstanding share capital at around $43 billion.