Syngenta AG ("Syngenta") announced today that Syngenta Finance N.V. (the "Issuer"), its wholly owned subsidiary, has commenced a cash tender offer (the "Offer") for any and all of its outstanding 4.375% Notes due March 28, 2042 (CUSIP: 87164K AB0 / ISIN: US87164KAB08) (the "2042 Notes") and 5.676% Senior Notes due April 24, 2048 (Rule 144A CUSIP/ ISIN: 87164K AJ3 / US87164KAJ34 / Regulation S CUSIP / ISIN: N84413 CN6 / USN84413CN61) (the "2048 Notes", and together with the 2042 Notes, the "Notes"). The Notes were issued by the Issuer and are guaranteed by Syngenta.
The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated the date hereof (the "Offer to Purchase"). As of the date hereof, US$250,000,000 aggregate principal amount of 2042 Notes is outstanding and US$500,000,000 aggregate principal amount of 2048 Notes is outstanding.
The purpose of the Offer is to proactively manage Syngenta’s debt portfolio, reduce its future interest expense and to provide liquidity to Holders.
The table below sets forth certain information regarding the Notes and the Offer.
Title of Security
CUSIP / ISIN Numbers
Aggregate Principal Amount Outstanding
4.375% Notes due March 28, 2042
87164K AB0/ US87164KAB08
5.676% Senior Notes due April 24, 2048
Rule 144A: 87164K AJ3 / US87164KAJ34
Regulation S: N84413 CN6 / USN84413CN61
(*) Per US $1,000 principal amount of Notes validly tendered and accepted for payment.
The consideration for each US$1,000 principal amount of each series of Notes validly tendered at or prior to 5:00 p.m., Eastern time, on January 29, 2021 (or for notes validly submitted pursuant to the Guaranteed Delivery Procedures stipulated in the Offer to Purchase) and not validly withdrawn will be an amount in U.S. dollars equal to the applicable Total Consideration specified in the table above (each, a "Total Consideration"). In addition to the applicable Total Consideration, holders whose Notes of a given series are accepted for purchase will be paid accrued and unpaid interest on such Notes to, but not including, February 3, 2021, which is expected to be the Settlement Date for the Offer.
The Offer will expire at 5:00 p.m., Eastern time, on January 29, 2021 (such time and date, as it may be extended, the "Expiration Time"), unless extended or earlier terminated by the Issuer. Any Notes tendered may be withdrawn at any time at or before the Expiration Time by following the procedures described in the Offer to Purchase. The results of the Offer are expected to be announced on February 1, 2021.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in the Offer before the deadlines specified herein and in the Offer to Purchase. The deadlines set by each clearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.
The Issuer’s obligation to accept for purchase and to pay for Notes that have been validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in the Issuer’s discretion, of certain conditions, which are more fully described in the Offer to Purchase. The complete terms and conditions of the Offer are set forth in the Offer to Purchase. Holders of the Notes are urged to read the Offer to Purchase carefully. Capitalized terms used here and not defined have the meanings ascribed to them in the Offer to Purchase.
The Issuer has retained D.F. King & Co., Inc as the tender agent and information agent (the "Information Agent") for the Offer. The Issuer has retained HSBC Continental Europe as the dealer manager for the Offer.
Holders who would like additional copies of the Offer to Purchase may call or email the Information Agent at (212) 269-5550 (banks and brokers), (877) 283-0325 (all others) or firstname.lastname@example.org. Copies of the Offer to Purchase are also available at the following website: https://sites.dfkingltd.com/syngenta. Questions regarding the terms of the Offer should be directed to HSBC Continental Europe at +44 20 7992 6237 (Europe), +1 888 HSBC 4LM (toll free), +1 212 525 5552 (collect) or email@example.com.
This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Offer is being made solely pursuant to the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Issuer by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements
This document may contain forward-looking statements, which can be identified by terminology such as ‘expect’, ‘would’, ‘will’, ‘potential’, ‘plans’, ‘prospects’, ‘estimated’, ‘aiming’, ‘on track’ and similar expressions. Such statements may be subject to risks and uncertainties that could cause the actual results to differ materially from these statements. For Syngenta, such risks and uncertainties include risks relating to legal proceedings, regulatory approvals, new product development, increasing competition, customer credit risk, general economic and market conditions, compliance and remediation, intellectual property rights, implementation of organizational changes, impairment of intangible assets, consumer perceptions of genetically modified crops and organisms or crop protection chemicals, climatic variations, fluctuations in exchange rates and/or commodity prices, single source supply arrangements, political uncertainty, natural disasters, and breaches of data security or other disruptions of information technology. Syngenta assumes no obligation to update forward-looking statements to reflect actual results, changed assumptions or other factors.
View source version on businesswire.com: https://www.businesswire.com/news/home/20210125005515/en/
Head of Global Media Relations