Amended Tender Offer Statement by Third Party (sc To-t/a)
26 April 2017 - 7:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 13)
Syngenta AG
(Name of Subject Company (Issuer))
CNAC Saturn (NL) B.V.
an indirect wholly-owned subsidiary of
China National Chemical Corporation
(Names of Filing Persons (Offerors))
Common
Shares, Nominal Value CHF 0.10
(Title of Class of Securities)
ISIN No. CH0011037469
(CUSIP Number of Class of Securities)
American
Depositary Shares (each representing
one-fifth
of a Common Share)
(Title of Class of
Securities)
87160A100
(CUSIP Number of Class of Securities)
Xiaobao Lu
China National Chemical Corporation
No. 62 Beisihuanxilu
Haidian District
Beijing, China 100080
Telephone: +86 (10) 82677996
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With copies to:
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Alan M. Klein, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New
York, New York 10017
(212)
455-2000
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Christopher R. May, Esq.
Simpson Thacher & Bartlett LLP
600 Travis Street, Suite 5400
Houston, Texas 77002
(713)
821-5650
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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U.S. $11,977,188,210
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U.S. $1,206,103
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*
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Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding (i) the product of (x) 20,124,398, the number of common shares of Syngenta AG (Common
Shares) estimated to be held by U.S. holders (as that term is defined under instruction 2 to paragraphs (c) and (d) of Rule
14d-1
under the U.S. Securities Exchange Act of 1934, as amended) (such
holders collectively, U.S. Holders) as of March 1, 2016, which represents the maximum number of Common Shares that can be purchased pursuant to the U.S. Offer to Purchase, multiplied by (y) the offer price of U.S. $465 per
Common Share and (ii) the product of (x) 28,164,980, the number of American Depositary Shares (ADSs) representing Common Shares outstanding as of the close of business on March 15, 2016, which represents the maximum number of
ADSs that can be purchased pursuant to the U.S. Offer to Purchase, multiplied by (y) the offer price of U.S. $93 per ADS. The number of ADSs outstanding is based on information provided by The Bank of New York Mellon, the depositary for the
ADSs and the number of Common Shares estimated to be held by U.S. Holders is based on information provided by Syngenta AG.
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**
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The filing fee was calculated in accordance with Rule
0-11
under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2016, issued
August 27, 2015, by multiplying the transaction valuation by 0.0001007.
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☒
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: U.S. $1,206,103
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Filing Party: China National Chemical Corporation and CNAC Saturn (NL) B.V.
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Form or Registration No.: Schedule TO
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Date Filed: March 23, 2016
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☒
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third-party tender offer subject to Rule
14d-1.
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☐
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issuer tender offer subject to Rule
13e-4.
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☐
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going-private transaction subject to Rule
13e-3
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☐
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amendment to Schedule 13D under Rule
13d-2.
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Check the
following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the
appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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☐
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
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☒
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Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
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This Amendment No. 13 to Schedule TO (this Amendment) is filed by China National
Chemical Corporation, a state-owned enterprise organized under the laws of the Peoples Republic of China (ChemChina), and 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 (Purchaser) and an indirect
wholly-owned subsidiary of ChemChina, and amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 23, 2016 (together with any amendments and supplements thereto, the
Schedule TO) by ChemChina and Purchaser and relates to the offer by Purchaser to purchase:
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(i)
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up to 100% of the publicly held registered shares (
Namenaktien
), with a nominal value of Swiss francs 0.10 per share, of Syngenta AG (Syngenta), a Swiss corporation (
Aktiengesellschaft
)
(collectively the Common Shares and each a Common Share), that are held by U.S. holders (as that term is defined under instruction 2 to paragraphs (c) and (d) of
Rule 14d-1
under the U.S. Securities Exchange Act of 1934, as amended), and
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(ii)
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up to 100% of the outstanding American Depositary Shares representing Common Shares (collectively the ADSs and each an ADS), each ADS representing
one-fifth
(1/5) of a Common Share, from all holders, wherever located,
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at a purchase price of U.S.
$465 per Common Share and U.S. $93 per ADS, in each case, in cash, without interest, payable in U.S. dollars, less the amount of any fees, expenses and withholding taxes that may be applicable (including, in the case of ADSs, a fee of U.S. $0.05 per
ADS for the cancellation of tendered ADSs) and subject to any dilutive effects that may be applicable (see The U.S. OfferTerms of the U.S. OfferMaterial TermsConsideration and Payment of the U.S. Offer to Purchase (as
defined below)), upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase, dated March 23, 2016 (together with any amendments and supplements thereto, the U.S. Offer to Purchase), and in the Common Share
Acceptance Letter or ADS Letter of Transmittal, as applicable, accompanying the U.S. Offer to Purchase. This Amendment is being filed on behalf of ChemChina and Purchaser. All capitalized terms used in this Amendment and not otherwise defined have
the respective meanings ascribed to them in the Schedule TO.
Except as otherwise set forth in this Amendment, the information set forth
in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.
The item of the Schedule TO set forth below is hereby amended and supplemented as follows:
Item 12 of the Schedule TO is hereby amended and supplemented
by adding the following exhibit:
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(a)(1)(xxv)
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Press Release issued by China National Chemical Corporation on April 25, 2017.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Dated: April 25, 2017
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CHINA NATIONAL CHEMICAL CORPORATION
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By:
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/s/ Xiaobao Lu
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Name: Xiaobao Lu
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Title: Vice President
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CNAC SATURN (NL) B.V.
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By:
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/s/ Hongbo Chen
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Name: Hongbo Chen
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Title: Director
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