ChemChina to acquire Swiss Syngenta for more than $43bn

(adds details throughout)

SINGAPORE (ICIS)–Syngenta has received a cash takeover offer from ChemChina that values the Swiss agrochemicals producer at more than $43bn.

The Swiss firm announced on Wednesday that ChemChina’s offer was $465 per ordinary share plus a special dividend of Swiss francs (Swfr) 5 to be paid conditional upon and prior to closing of the transaction.

Syngenta shareholders will also receive the proposed ordinary dividend of Swfr11 in May 2016, it said.

ChemChina’s takeover offer, which is equivalent to Swfr480 for every Syngenta share, has received the unanimous recommendation of the company’s board, Syngenta said.

A Swiss and US tender offer will commence in the coming weeks and the transaction is expected to conclude by the end of the year, the company said.

Beijing-based ChemChina – which is engaged in materials science, life science, high-end manufacturing and basic chemicals businesses – has previously acquired nine industrial companies in France, UK, Israel, Italy and Germany.

On Tuesday, talks about ChemChina’s takeover of Syngenta sent Swiss firm’s shares surging in the stock market.

When the acquisition is completed, Syngenta’s existing management will continue to run the company, with ChemChina chairman Ren Jianxin sitting at the helm of Syngenta’s 10-member Board of Directors – which will include four of the Swiss firm’s existing board members.

Ren described the discussions with Syngenta and ChemChina as “friendly, constructive and co-operative”.

ChemChina is considering an initial public offering (IPO) for Syngenta in the coming years.

“The transaction minimizes operational disruption; it is focused on growth globally, specifically in China and other emerging markets, and enables long-term investment in innovation,” Syngenta chairman Michel Demare said in the statement.

“Syngenta will remain Syngenta and will continue to be headquartered in Switzerland, reflecting this country’s attractiveness as a corporate location,” Demare said.

Demare will be the as vice chairman of Syngenta’s board and a lead independent director when the acquisition is completed, according to the statement.

Dyalco, JP Morgan, Goldman Sachs and UBS served as financial advisors to Syngenta on the transaction, with Bar & Karrer and Davis Polk as legal advisors.

($1 = Swfr1.02)

(Image source: Syngenta)