Homburger advises China National Chemical Corporation in the acquisition of Syngenta by public tender offer
On February 3, 2016, China National Chemical Corporation (ChemChina) has announced that it has agreed to acquire the Swiss agrochemical and seeds company Syngenta AG (SIX: SYNN) (Syngenta) by way of a public tender offer. The offer price is USD 465 per share in cash. In addition, the offer allows pay-out of a special dividend of CHF 5 per share. The offer values Syngenta’s total outstanding share capital at over USD 43 billion. The board of directors of Syngenta recommends the offer.
The offer is intended to comprise a public tender offer for 100% of Syngenta’s shares in accordance with Swiss law and an offer to holders of Syngenta’s American Depositary Shares (ADSs) and to holders of Syngenta shares who are residents in the United States in accordance with U.S. law. The offer will be subject to certain regulatory and other conditions.
The transaction will be the largest overseas acquisition by a Chinese company, one of the largest all-cash transactions worldwide and the largest public tender offer for a Swiss company in history. Syngenta, which is headquartered in Basel, Switzerland, is a world leader in agrochemicals and a leading global player in seeds. ChemChina, which is based in Beijing, China, is the largest chemical company in China. ChemChina has announced that Syngenta will remain intact in its operations, management and employees and will keep its headquarters in Basel, Switzerland.
Homburger AG has advised ChemChina on the transaction and on all Swiss law aspects of it as well as its financing. The Homburger team is led by partner Dieter Gericke (Corporate / M&A) and comprises partners David Oser (Corporate / M&A), Jürg Frick (Financial Services), Reto Heuberger and Dieter Grünblatt (Tax) and Marcel Dietrich (Competition / Regulatory), Micha Fankhauser (Corporate / M&A) as lead associate, as well as associates Camille Auberson, Daniel Häusermann, Nathalie Högger and Vincent Delaloye (all Corporate / M&A), Simone Gloor (Financial Services), Fabian Sutter and Ralf Imstepf (Tax), Richard Stäuber and Regina Stukert (Competition / Regulatory), as well as counsel Roger Zuber and associate Pascal Meier (Litigation / Arbitration). Simpson Thacher & Bartlett has advised ChemChina on U.S., Chinese and UK law aspects of the transaction.