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, June 29, 2022 /PRNewswire/ -- Syngenta AG ("Syngenta") announced today that Syngenta Finance N.V. (the "Issuer"), its wholly owned subsidiary, is offering to purchase for cash (the "Tender Offers") the Securities listed below. The Tender Offers are subject to the terms and conditions described in the offer to purchase dated 29-Jun-22 (the "Offer to Purchase"). The Offer to Purchase can be obtained at the following website: https://sites.dfkingltd.com/syngenta. Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.
** Any and All Notes **
Title of Security / ISIN / Maturity Date / Par Call Date / Principal Amount Outstanding / U.S. Treasury Reference Security / Bloomberg Reference Page / Fixed Spread
5.676% senior notes due 2048 / US87164KAJ34 (144A) and USN84413CN61 (RegS) / 24-Apr-48 / 24-Oct-47 / USD405,670,000 / 2.250% UST due February 2052 / FIT1 / 225 bps
4.375% senior notes due 2042 / US87164KAB08 / 28-Mar-42 / n/a / USD29,234,000 / 3.250% UST due May 2042 / FIT1 / 200 bps
** Maximum Tender Offer Notes subject to the Maximum Purchase Amount (a) **
Title of Security / ISIN / Maturity Date / Par Call Date / Principal Amount Outstanding / Acceptance Priority Level / U.S. Treasury Reference Security / Bloomberg Reference Page / Fixed Spread / Early Tender Payment (b)
5.182% senior notes due 2028 / US87164KAC80 (144A) and USN84413CG11 (RegS) / 24- Apr-28 / 24-Jan-28 / USD1bn / 1 / 2.625% UST due May 2027 / FIT1 / 180 bps / USD50 per USD1,000
4.892% senior notes due 2025 / US87164KAG94 (144A) and USN84413CL06 (RegS) / 24- Apr-25 / 24-Feb-25 / USD750mn / 2 / 2.875% UST due June 2025 / FIT1 / 160 bps / USD50 per USD1,000
(a) The Issuer will accept for purchase Maximum Tender Offer Notes in an amount not to exceed an aggregate principal amount equal to the Maximum Purchase Amount, being USD1bn less the aggregate principal amount of Any and All Notes validly tendered and accepted for purchase in the Any and All Tender Offers. The Issuer will allocate the amount of the Maximum Purchase Amount to purchase Maximum Tender Offer Notes with reference to the relevant Acceptance Priority Levels as further described in the Offer to Purchase. All Maximum Tender Offer Notes tendered prior to or at the Early Tender Date will have priority over Maximum Tender Offer Notes tendered after the Early Tender Date, regardless of the acceptance priority levels noted above.
(b) The Total Consideration for Maximum Tender Offer Notes validly tendered prior to or at the Early Tender Date and accepted for purchase will be determined using the applicable Fixed Spread and when calculated in such manner 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.
The Total Consideration for each series of Securities will be determined based on the applicable Fixed Spread over the bid-side yield of the applicable U.S. Treasury Reference Security at the applicable Price Determination Date, as more fully described in the Offer to Purchase.
If the applicable Repurchase Yield for each series of Securities is less than the contractual rate of interest for such Securities, then the Total Consideration for such Securities will be calculated based on the applicable par call date, if any, and if the applicable Repurchase Yield is higher than or equal to the contractual rate of interest for such Securities, then the Total Consideration will be calculated based on the applicable maturity date. If the series of Securities does not have a par call date, then the Total Consideration for such Securities will be calculated based on the applicable maturity date.
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 Timetables (all times are NYC) **
For the Any and All Tender Offers:
Commencement Date: 29-Jun-22
Any and All Price Determination Date: 11am, 06-Jul-22
Any and All Expiration Date and Withdrawal Deadline: 5pm, 06-Jul-22
Any and all Results Announcement Date: 07-Jul-22
Guaranteed Delivery Expiration Date: 5pm, 08-Jul-22
Any and All Settlement Date: Expected to be 11-Jul-22
Guaranteed Delivery Settlement Date: Expected to be 11-Jul-22
For the Maximum Tender Offer:
Commencement Date: 29-Jun-22
Maximum Purchase Amount Announced: Concurrent with the announcement of the results of the Any and All Tender Offers; expected to be 07-Jul-22
Early Tender Date and Maximum Tender Withdrawal Deadline: 5pm, 13-Jul-22
Maximum Tender Results Announcement Date: 14-Jul-22
Maximum Tender Price Determination Date: 11am, 14-Jul-22
Pricing Announcement: Following Maximum Tender Price Determination Date
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
** Purpose of the Tender Offers **
The purpose of the Tender Offers is to proactively manage the Issuer's debt portfolio, to reduce its future interest expense and to provide liquidity to Holders.
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.
** Dealer Managers **
BofA Securities Europe SA: +33 1 877 01057 (Europe) / +1 (888) 292-0070 (U.S. Toll Free) / +1 (980) 387-3907 (U.S.) / [email protected]
Goldman Sachs Bank Europe SE: +44 20 7774 4836 / Email: [email protected]
** Tender and Information Agent **
D.F. King & Co., Inc.: +1 (212) 269-5550 (banks and brokers), +1 (888) 605-1958 (all others), +44 20 7920 9700 (London) / [email protected]
SOURCE Syngenta AG
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