On Feb. 3, Syngenta announced that ChemChina has offered to acquire the company at $465 per ordinary share plus a special dividend of CHF 5 to be paid conditional upon and prior to closing. The offer is equivalent to a Swiss franc value of CHF 480 per share (at Feb. 1 rates), and the value is considered to be more than $43 billion.
The Board of Directors of Syngenta considers that the proposed transaction respects the interests of all stakeholders and is unanimously recommending the offer to shareholders. There is committed financing for the deal and a strong commitment to pursue regulatory clearances. A Swiss and U.S. tender offer will commence in the coming weeks, and the transaction is expected to conclude by the end of the year.
Syngenta’s existing management will continue to run the company. After closing, a 10-member Board of Directors will be chaired by Ren Jianxin, Chairman of ChemChina, and will include four of the existing Syngenta Board members. “The discussions between our two companies have been friendly, constructive and cooperative, and we are delighted that this collaboration has led to the agreement announced today,” Jianxin says.
“In making this offer, ChemChina is recognizing the quality and potential of Syngenta’s business,” says Michel Demaré, Chairman of Syngenta. “This includes industry-leading R&D and manufacturing and the quality of our people worldwide. The transaction minimizes operational disruption; it is focused on growth globally, specifically in China and other emerging markets, and enables long-term investment in innovation. Syngenta will remain Syngenta, and will continue to be headquartered in (Basel,) Switzerland.”
The transaction is meant to further expansion of Syngenta’s presence in emerging markets, notably in China. Dyalco, J.P. Morgan, Goldman Sachs and UBS served as financial advisors to Syngenta on the transaction. Bär & Karrer and Davis Polk served as legal advisors.
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