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 September, 2016

 

 

 

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:“Extension of the Main Offer Period of the Public Tender Offer by CNAC Saturn (NL) B.V. for all publicly held registered shares with a nominal value of CHF 0.10 each of Syngenta AG, Basel, Switzerland until November 8, 2016, 4:00 p.m. CET”

 

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

 

# # #

 

 

 

   

 

Extension of the Main Offer Period

of the

Public Tender Offer

by

CNAC Saturn (NL) B.V.

for all publicly held registered shares with a nominal value of

CHF 0.10 each

of

Syngenta AG, Basel, Switzerland

until

November 8, 2016, 4:00 p.m. CET

 

Syngenta AG Swiss securities number ISIN Ticker
symbol
Registered shares not tendered (first trading line) 1 103 746 CH001 103 746 9 SYNN
Registered shares tendered during the Main Offer Period (second trading line) 31 612 454 CH031 612 454 1 SYNNE
Registered shares tendered during the Main Offer Period (third line - not traded, for USD/CHF Conversion Facility) 31 631 324 CH031 631 324 3 -
 

 

 

I.Background

 

On March 8, 2016, CNAC Saturn (NL) B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat in Amsterdam and registered with the trade register of the Chamber of Commerce under number 65434552 (the Offeror), published a public tender offer (the Offer) for all publicly held registered shares of Syngenta AG with a nominal value of CHF 0.10 each (each a Syngenta Share) pursuant to, and subject to the terms and conditions and the restrictions set forth in, the offer prospectus of the same date (the Offer Prospectus).

 

This notice of extension (this Notice) and any prior notices of extension published in connection with the Offer form an integral part of the Offer Prospectus. Other than as set forth herein, the Offer Prospectus remains valid and unchanged, and continues to be in force and effect. Capitalized terms used and not defined herein have the meaning ascribed to them in the Offer Prospectus.

 

The Offeror is simultaneously conducting the U.S. Offer, which is, subject to requirements imposed by the law or by authorities, in all material respects subject to the same terms and conditions as the Offer. Accordingly, the offer period of the U.S. Offer will be extended concurrently with the present extension of the Main Offer Period pursuant to separate U.S. Offer documentation.

 

 

 

2/3

II.Extension of the Main Offer Period

 

In accordance with the Extension Relief described in Section B.5 of the Offer Prospectus, the Offeror extended the Initial Main Offer Period on May 17, 2016, for a first time until July 18, 2016, and on July 11, 2016, for a second time until September 13, 2016, 4:00 p.m. CEST (the Previous Extension Period). The Offeror hereby extends the Main Offer Period further by a period of 40 (forty) Trading Days (the Third Extension Period). The Third Extension Period will commence on September 14, 2016, and end on November 8, 2016, 4:00 p.m. CET.

 

This extension is consistent with the expectation that extensions to the Offer are expected to occur until all conditions to the Offer are satisfied, including obtaining all applicable regulatory approvals.

 

In accordance with the Extension Relief, the Offeror reserves the right to further extend the Main Offer Period once or several times until the Extension End Date. Any such further extension of the Main Offer Period will be published no later than before the start of trading on the last Trading Day of the Third Extension Period or, if applicable, of any subsequent relevant Extension Period.

 

The Offeror furthermore reserves the right to extend the Main Offer Period once or several times, subject to the approval of the TOB, beyond the Extension End Date.

 

III.Publication

 

This Notice will be published on September 6, 2016, before the opening of trading on SIX on http://www.chemchina.com/press and submitted in electronic form to the major Swiss media, the major news agencies active in Switzerland, the major electronic media which distribute stock exchange information and the TOB.

  

IV.Applicable Law and Jurisdiction

 

The Offer, including this Notice (and any prior notice of extension in connection with the Offer), and all rights and obligations arising thereunder or in connection therewith, shall be governed by, and construed in accordance with, Swiss law. The exclusive place of jurisdiction shall be the city of Zurich.

 

V.Indicative Timetable*

 

September 13, 2016 End of the Previous Extension Period
September 14, 2016 Start of the Third Extension Period
November 8, 2016 End of the Third Extension Period
to be determined Potential further Extension Periods
X - (max.) 20 TD Notice of Last Extension Period and of End of Main Offer Period*

 

 

 

3/3

 

X

End of Main Offer Period*

 

Closing of the second trading line on SIX for tendered Syngenta Shares* 

X+1 TD Provisional notice of the interim results of the Offer*
X+4 TD Definitive notice of the interim results of the Offer*
X+5 TD Start of the Additional Acceptance Period*
X+8 TD Payment of Special Dividend*
X+9 TD First Settlement*
X+14 TD End of the Additional Acceptance Period*
X+15 TD Provisional notice of the end results of the Offer*
X+18 TD Definitive notice of the end results of the Offer*
X+20 TD Second Settlement*

 

*In this indicative timetable, the abbreviation "TD" means a Trading Day. The Offeror reserves the right to extend the Main Offer Period pursuant to Section B.5 of the Offer Prospectus, once or several times, under the Extension Relief and|or, subject to the approval of the TOB, beyond the Extension End Date. In addition, the Offeror reserves the right to postpone the Settlement of the Offer pursuant to Section B.8(3) of the Offer Prospectus.

 

Date of this Notice: September 6, 2016

 

 

 

 

 

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: September 6, 2016   By: /s/ Brigitte Benz
        Name: Brigitte Benz
        Title: Head Shareholder Services & Group Administration
           
           
           
           
           
           
           
           
      By:  /s/ Dr. Tobias Meili
        Name: Dr. Tobias Meili
        Title: Head Corporate Legal Affairs