Syngenta Shareholders Sign Off on ChemChina Deal

12.05.2017 -

ChemChina’s proposed takeover of agrochemicals group Syngenta is on the road to conclusion, with 82.2% of the Swiss company’s common shares and all outstanding American Depositary Shares (ADS) representing common shares having been tendered at the end of the main offer period on May 4. The success of the offer was contingent on a minimum acceptance rate of 67%.

An additional acceptance period will begin on May 11 and end on May 24. Syngenta shareholders and ADS holders who did not tender their shares during the main offer period may accept the offers during the additional acceptance period and will receive the price valid in the second settlement on Jun. 7, following definitive notice of the end-result of the offer.

Following closure, Syngenta shares are to be de-listed from the Swiss stock exchange SIX and its ADSs from the New York Stock Exchange (NYSE). With effect from May 18, the Swiss company’s board of directors will be reconstituted to reflect the new ownership structure. 

Four of Syngenta’s existing board members are designated to become independent directors, including the company’s current board chairman, Michel Demaré, who will be vice chairman and lead independent director. Jürg Witmer, Eveline Saupper – the sole woman – and Gunnar Brock are other nominees. The independent directors will be proposed for re-election at Syngenta’s annual general meeting to be held on Jun. 26.

After the agm, four of the Swiss company’s current directors – Vinita Bali, Eleni Gabre-Madhin, David Lawrence and Stefan Borgas – are to step down, to make room for four ChemChina nominees, including the Chinese company’s current chairman, Ren Jianxin, who will become chairman of Syngenta. Other names proposed to become Syngenta directors are Chen Hongbo, Olivier T. de Clermont-Tonnerre and
Dieter A. Gericke.

The independent directors will have no affiliation with ChemChina or its affiliates. Certain matters, such as any reduction in Syngenta’s R&D budget below a specified level and any change in the location of its headquarters, will require the affirmative vote of at least two independent directors, the merger partners explained. 

Ren has been chairman of ChemChina since 2014, after having served as president of the company from 2004 to 2014. Prior to that, he was president of China Bluestar Group, a ChemChina affiliate, from 1989 to 2004. At present, he is chairman of Pirelli, in which ChemChina holds a stake.

Chen Hongbo, chief strategy officer of China National Agrochemical Corporation (CNAC) since 2014, has also held senior positions in strategy and planning at other companies and institutes. He is currently secretary of the board of Adama, a non-listed Israel-based ChemChina affiliate. The Chinese company has agreed to sell part of Adama's pesticide business and take other steps in exchange for regulatory approval.

Olivier T. de Clermont-Tonnerre is chief strategy and corporate development officer at Bluestar (Bluestar). Previously, he was CEO of Bluestar Silicones from 2007 to 2011 and prior to that

CEO of Rhodia Silcea. Most of his early professional experience was in the Rhône-Poulenc Group in France or in the US. Within the ChemChina Group, the French national is a member of the board of Bluestar and its two subsidiaries Elkem and REC Solar.

Dieter A. Gericke is a member of the board of directors of the Homburger law firm in Zurich, Switzerland, and has served for many years on the board of Gericke Holding, a private industrial group. He is also a member of the International Bar Association's Corporate/M&A and Securities Law Committees, currently serving as vice chairman of the latter.