BASEL, SWITZERLAND — China National Chemical Corp., also known as ChemChina, has agreed to acquire Syngenta for $43 billion, a transaction billed as the largest foreign acquisition by a Chinese company. ChemChina has offered to acquire the company at $465 per ordinary share plus a special dividend of 5 Swiss francs to be paid conditional upon and prior to closing, which equates to about 480 Swiss francs per share. Syngenta agreed to the takeover bid after spurning a $46.5 billion offer from St. Louis-based Monsanto in August 2015.
In a company statement issued Feb. 3, Syngenta said its board of directors considers that the proposed transaction “respects the interests of all stakeholders and is unanimously recommending the offer to shareholders.” A Swiss and U.S. tender offer will commence in the coming weeks. The transaction is expected to conclude by the end of the year.
Beijing-based ChemChina will keep existing Syngenta management in place following the transaction. The company said it also would consider an initial public offering of the business.
|Michel Demaré, chairman of Syngenta|
“In making this offer, ChemChina is recognizing the quality and potential of Syngenta’s business,” said Michel Demaré, chairman of Syngenta. “This includes industry-leading R.&D. and manufacturing and the quality of our people worldwide. 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 will remain Syngenta and will continue to be headquartered in Switzerland, reflecting this country’s attractiveness as a corporate location.”
John Ramsay, chief executive officer of Syngenta, said the transaction will allow the company to significantly increase the potential for its seeds business.
|John Ramsay, c.e.o. of Syngenta|
“It will ensure continuing choice for growers and ongoing R.&D. investment across technology platforms and across crops,” Mr. Ramsay said. “Our commitment to cost and capital efficiency will remain unchanged.”
In January, ChemChina acquired German machinery maker KraussMaffei for about $1 billion and took a 12% stake in Swiss energy trader Mercuria. In March 2015, it bought Italian tire manufacturer Pirelli.
|Ren Jianxin, chairman of ChemChina|
“The discussions between our two companies have been friendly, constructive and co-operative, and we are delighted that this collaboration has led to the agreement announced today,” said Ren Jianxin, chairman of ChemChina. “We will continue to work alongside the management and employees of Syngenta to maintain the company’s leading competitive edge in the global agricultural technology field.
“Our vision is not confined to our mutual interests, but will also respond to and maximize the interests of farmers and consumers around the world. We look forward to Michel Demaré remaining on the board as vice-chairman and lead independent director, and to working with John Ramsay and the management and employees of Syngenta to deliver safe and reliable solutions for the continued growth in global food demand.”In financial results issued Feb. 3, Syngenta posted net income of $1,339 million in the fiscal year ended Dec. 31, 2015, down 17% from $1,619 million in fiscal 2014. Net sales totaled $13,411 million, down 11% from $15,134 million.