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 February, 2017
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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:
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):
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):
Re: SYNGENTA
AG
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Disclosure:
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“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 April 28, 2017, 4:00 p.m. CEST”
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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
April 28, 2017, 4:00 p.m. CEST
Syngenta AG
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Swiss securities number
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ISIN
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Ticker
symbol
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Registered shares
not tendered
(first trading line)
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1 103 746
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CH001 103 746 9
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SYNN
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Registered shares
tendered during the Main Offer Period
(second trading line)
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31 612 454
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CH031 612 454 1
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SYNNE
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Registered shares
tendered during the Main Offer Period
(third line - not traded, for USD/CHF Conversion Facility)
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31 631 324
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CH031 631 324 3
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-
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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 Dutch 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.
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II.
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Extension of
the Main Offer Period
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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; on July 11, 2016, for a second time until
September 13, 2016; and on September 6, 2016, for a third time until November 8, 2016. In accordance
with the additional timeframe for extensions until April 28, 2017, granted by the Swiss Takeover Board with decision
of October 31, 2016, the Offeror extended the Main Offer Period on November 1, 2016, for a fourth time until
January 5, 2017, and on December 20, 2016, for a fifth time until March 2, 2017, 4:00 p.m.
CET. The Offeror hereby extends the Main Offer Period further until April 28, 2017 (the
Sixth Extension Period
).
T
he Sixth Extension Period will thus commence on March 3, 2017, and end on April 28, 2017, 4:00 p.m.
CEST.
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.
The Offeror
reserves the right to extend the Main Offer Period once or several times beyond April 28, 2017, subject to the prior approval
of the TOB, and to extend it for the last time by up to 20 (twenty) Trading Days once all Offer conditions (except Offer condition
B.8(1)(a) –
Minimum Acceptance Rate
) have been satisfied.
This Notice
will be published on February 23, 2017, 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.
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IV.
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Applicable Law
and Jurisdiction
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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, substantive
Swiss law
. The
exclusive place of jurisdiction shall be the
city of Zurich
, Switzerland.
March 2, 2017
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End of the Fifth Extension Period
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March 3, 2017
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Start of the Sixth Extension Period
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April 28, 2017
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End of the Sixth Extension Period
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to be determined
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Potential further extensions of the Offer
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X - (max.) 20 TD
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Notice of Last Extension Period** and of End of Main Offer Period*
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X**
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End
of Main Offer Period*
Closing
of the second trading line on SIX for tendered Syngenta Shares*
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X+1 TD
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Provisional notice of the interim results of the Offer*
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X+4 TD
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Definitive notice of the interim results of the Offer
*
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X+5 TD
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Start of the Additional Acceptance Period*
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X+8 TD
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Payment of Special Dividend*
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X+9 TD
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First Settlement*
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X+14 TD
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End of the Additional Acceptance Period
*
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X+15 TD
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Provisional notice of the end results of the Offer
*
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X+18 TD
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Definitive notice of the end results of the Offer
*
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X+20 TD
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Second Settlement
*
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*
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In this indicative timetable,
the abbreviation "TD" means a Trading Day. The Offeror reserves the right to extend the Main Offer Period further, subject
to the approval of the TOB, beyond April 28, 2017. In addition, the Offeror reserves the right to postpone the Settlement of the
Offer pursuant to Section B.8(3) of the Offer Prospectus.
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**
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If the Notice of Last
Extension Period can be published after satisfaction of all Offer conditions (except Offer condition B.8(1)(a) –
Minimum
Acceptance Rate
) early enough to allow shareholders sufficient time between such notice and April 28, 2017, to tender their
Syngenta Shares, the Offeror may announce that the Main Offer Period will end on April 28, 2017. If not, the Offeror
intends to make use of the possibility to extend the Offer for a last time by up to 20 (twenty) Trading Days. Further extensions
of the Main Offer Period remain reserved, subject to the approval of the TOB.
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Date
of this Notice: February 23, 2017
____________________
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.
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SYNGENTA AG
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Date:
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February 23, 2017
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By:
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/s/ Brigitte Benz
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Name:
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Brigitte Benz
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Title:
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Head Shareholder Services & Group Administration
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By:
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/s/ Dr. Tobias Meili
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Name:
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Dr. Tobias Meili
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Title:
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Head Corporate Legal Affairs
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