Syngenta Announces Changes to Tender Offers and Extension of Any and All Tender Offers

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

BASEL, Switzerland, July 6, 2022 /PRNewswire/ -- Syngenta AG ("Syngenta") announced today changes in the considerations for (i) the previously announced cash tender offer by Syngenta Finance N.V. (the "Issuer") for any and all of the Any and All Notes listed below and (ii) the previously announced cash tender offer by the Issuer for the Maximum Tender Offer Notes set out below (together, the "Tender Offers").

As a result of current market volatility, the Issuer has exercised its right, in accordance with the terms and conditions set out in the Offer to Purchase, dated 29-Jun-22 (the "Offer to Purchase"), to amend Total Consideration payable for each series of Securities to the fixed considerations as set out in the table below. Terms not defined in this announcement have the meanings given to them in the Offer to Purchase. The Offer to Purchase can be obtained at the following website: https://sites.dfkingltd.com/syngenta.

** Any and All Notes **
Title of Security / ISIN / Maturity Date / Par Call Date / Principal Amount Outstanding / Total Consideration(a)

5.676% senior notes due 2048 / US87164KAJ34 (144A) and USN84413CN61 (RegS) / 24-Apr-48 / 24-Oct-47 / USD405,670,000 / USD1,010

4.375% senior notes due 2042 / US87164KAB08 / 28-Mar-42 / n/a / USD29,234,000 / USD882.50

(a) Per USD1,000 principal amount of Any and All Notes validly tendered and accepted for purchase.

** Maximum Tender Offer Notes subject to the Maximum Purchase Amount **
Title of Security / ISIN / Maturity Date / Par Call Date / Principal Amount Outstanding / Acceptance Priority Level / Total Consideration(a) / Early Tender Payment(b)

5.182% senior notes due 2028 / US87164KAC80 (144A) and USN84413CG11 (RegS) / 24- Apr-28 / 24-Jan-28 / USD1bn / 1 / USD1,010 / USD50 per USD1,000

4.892% senior notes due 2025 / US87164KAG94 (144A) and USN84413CL06 (RegS) / 24- Apr-25 / 24-Feb-25 / USD750mn / 2 / USD1,005 / USD50 per USD1,000

(a) Per USD1,000 principal amount of Maximum Tender Offer Notes validly tendered and accepted for purchase.
(b) The Total Consideration listed in the table above is already inclusive of the Early Tender Payment. Maximum Tender Offer Notes validly tendered after the Early Tender Date but prior to or at the Maximum Tender Expiration Date will be eligible to receive the Late Tender Offer Consideration, which is equal to the Total Consideration minus the Early Tender Payment.

Holders whose Securities are accepted for purchase will also receive accrued and unpaid interest up to but not including the Any and All Settlement Date, in respect of the Any and All Notes, or the applicable settlement date, in respect of the Maximum Tender Offer Notes.

** Indicative Amended Remaining Timetables (all times are NYC) **
For the Any and All Tender Offers:
Any and All Expiration Date and Withdrawal Deadline: 5pm, 12-Jul-22
Any and all Results Announcement Date: 13-Jul-22
Guaranteed Delivery Expiration Date: 5pm, 14-Jul-22
Any and All Settlement Date: Expected to be 15-Jul-22
Guaranteed Delivery Settlement Date: Expected to be 15-Jul-22

For the Maximum Tender Offer: (no changes to tender deadlines)
Maximum Purchase Amount Announced: Concurrent with the announcement of the results of the Any and All Tender Offers; expected to be 13-Jul-22
Early Tender Date and Maximum Tender Withdrawal Deadline: 5pm, 13-Jul-22
Maximum Tender Results Announcement Date: 14-Jul-22
Maximum Tender Early Settlement Date: Expected to be 18-Jul-22
Maximum Tender Expiration Date: 11:59pm, 27-Jul-22
Maximum Tender Final Settlement Date: Expected to be 29-Jul-22

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offers.

SOURCE Syngenta AG