Public Tender Offer by China National Chemical Corporation for All Listed Shares in Syngenta AG

On February 3, 2016, China National Chemical Corporation (ChemChina) announced that it has agreed to acquire the Swiss agrochemical and seeds company Syngenta AG (SIX: SYNN) (Syngenta) by way of a public tender offer. The offer price is USD 465 per share in cash. In addition, the offer allows pay-out of a special dividend of CHF 5 per share.  The offer values Syngenta’s total outstanding share capital at over USD 43 billion. The board of directors of Syngenta recommends the offer.
The offer is intended to comprise a public tender offer for 100% of Syngenta’s shares in accordance with Swiss law and an offer to holders of Syngenta’s American Depositary Shares (ADSs) and to holders of Syngenta shares who are residents in the United States in accordance with U.S. law. The offer will be subject to certain regulatory and other conditions.
The transaction will be the largest overseas acquisition by a Chinese company, one of the largest all-cash transactions worldwide and the largest public tender offer for a Swiss company in history. Syngenta, which is headquartered in Basel, Switzerland, is a world leader in agrochemicals and a leading global player in seeds. ChemChina, which is based in Beijing, China, is the largest chemical company in China. ChemChina has announced that Syngenta will remain intact in its operations, management and employees and will keep its headquarters in Basel, Switzerland.