ChemChina and Syngenta today announced changes relating to the
new Board of Directors of Syngenta following the closing of the
ChemChina transaction.
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Four of Syngenta’s existing Board members will become
Independent Directors with effect from the change of control, which
will take place on 18 May subject to acceptance of the ChemChina
offer by at least 67 percent of all Syngenta shares.
The Independent Directors are:
Michel Demaré, Vice Chairman and Lead Independent Director
(Swiss/ Belgian)Jürg Witmer (Swiss)Eveline Saupper (Swiss)Gunnar
Brock (Swedish)
The Independent Directors will be proposed for re-election at
the Annual General Meeting to be held on 26 June. At the same time
four Directors will be proposed for election upon nomination by
ChemChina:
Ren Jianxin, Chairman (Chinese)Chen Hongbo (Chinese)Olivier T.
de Clermont-Tonnerre (French)Dieter A. Gericke (Swiss)
As specified in the Offer Prospectus, the Independent Directors
have no affiliation with ChemChina or its affiliates. Certain
matters, such as any reduction in Syngenta’s R&D budget below a
specified level and any change in the location of its headquarters,
require the affirmative vote of at least two Independent Directors.
Further details are available in the Offer Prospectus.
As of the end of the AGM on 26 June four members of Syngenta’s
current Board of Directors – Vinita Bali, Eleni Gabre-Madhin, David
Lawrence and Stefan Borgas – will step down.
About Syngenta
Syngenta is a leading agriculture company helping to improve
global food security by enabling millions of farmers to make better
use of available resources. Through world class science and
innovative crop solutions, our 28,000 people in over 90 countries
are working to transform how crops are grown. We are committed to
rescuing land from degradation, enhancing biodiversity and
revitalizing rural communities. To learn more visit
www.syngenta.com and www.goodgrowthplan.com. Follow us on Twitter®
at www.twitter.com/Syngenta.
About ChemChina
ChemChina, which is headquartered in Beijing, China, possesses
production, R&D and marketing systems in 150 countries and
regions. It is the largest chemical corporation in China, and
occupies the 234th position among the Fortune Global 500. The
company’s main businesses include materials science, life science,
high-end manufacturing and basic chemicals, among others.
Previously, ChemChina has successfully acquired 9 leading
industrial companies in France, United Kingdom, Israel, Italy and
Germany, etc. To learn more visit www.chemchina.com and
www.chemchina.com/press.
Disclaimer
This press release is not an offer to purchase or a solicitation
of an offer to sell any securities.
Additional information and where to find it
This press release is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell company securities. The solicitation and offer to buy
company securities is only made pursuant to the Swiss offer
prospectus and the offer to purchase and other documents relating
to the U.S. offer that have been filed with the US Securities and
Exchange Commission (“SEC”). At the time the US Public Tender Offer
was commenced, ChemChina and a designated direct or indirect
subsidiary filed a tender offer statement on Schedule TO with the
SEC and thereafter, the company filed a solicitation/recommendation
statement on Schedule 14d-9 with respect to the offer. Investors
and security holders are urged to read these materials carefully
since they contain important information, including the terms and
conditions of the offer. Investors and security holders may obtain
a free copy of these materials and other documents filed by
ChemChina and the company with the SEC at the website maintained by
the SEC at www.sec.gov. Investors and security holders may also
obtain free copies of the solicitation/recommendation statement and
other documents filed with the SEC by the company at
www.syngenta.com.
Cautionary statement regarding forward-looking
statements
Some of the statements contained in this press release are
forward-looking statements, including statements regarding the
expected consummation of the acquisition, which involves a number
of risks and uncertainties, including the satisfaction of closing
conditions for the acquisition, such as regulatory approval for the
transaction and the tender of at least 67% of the outstanding
shares of the company, the possibility that the transaction will
not be completed and other risks and uncertainties discussed in the
company’s public filings with the SEC, including the “risk factors”
section of the company’s form 20-F filed on February 16, 2017 as
well as the tender offer documents filed by the offeror and the
solicitation/recommendation statement filed by the company. These
statements are based on current expectations, assumptions,
estimates and projections, and involve known and unknown risks,
uncertainties and other factors that may cause results, levels of
activity, performance or achievements to be materially different
from any forward-looking statements. These statements are generally
identified by words or phrases such as “believe”, “anticipate”,
“expect”, “intend”, “plan”, “will”, “may”, “should”, “estimate”,
“predict”, “potential”, “continue” or the negative of such terms or
other similar expressions. If underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual
results and the timing of events may differ materially from the
results and/or timing discussed in the forward-looking statements,
and you should not place undue reliance on these statements. The
offeror, ChemChina and the company disclaim any intent or
obligation to update any forward-looking statements as a result of
developments occurring after the period covered by this press
release or otherwise.
Profiles of new Board members
Ren Jianxin
Ren Jianxin is Chairman of China National Chemical Corporation
(ChemChina) since 2014. Previously, he served as President of
ChemChina from 2004 to 2014.
Prior to joining ChemChina, he was President of China Bluestar
Group (formerly China Bluestar Chemical Cleaning Group) from 1989
to 2004. During this time, he assumed other parallel positions such
as Vice President of China Haohua Group (1995–1998) and Vice
President of China Chemical Equipment Company (1993–1995). From
1982 to 1989 he worked as Youth League President in the Chemical
Machinery Institute affiliated to the Chinese Ministry of Chemical
Industries and also as President of the Chemical Cleaning
Company.
Ren Jianxin is currently Chairman of Pirelli. Previously, he
served as Chairman of China Bluestar Group (both non-listed
companies).
He holds a Master Degree in Economics for Business and
Management from Lanzhou University in China.
Chen Hongbo
Chen Hongbo is Chief Strategy Officer of China National
Agrochemical Corporation (CNAC) since 2014.
After joining CNAC in 2005, he held various senior positions,
including Assistant President and Chief Strategy Officer
(2008–2014) and Director of the Planning Department (2005–2008).
From 2000 to 2005 he was Senior Engineer and Project Manager at the
China National Petroleum and Chemical Planning Institute. From 1998
to 2000 he worked at the Planning Department of China National
Petroleum Administration Authority. From 1994 to 1998 he worked at
the Chinese Ministry of Chemical Industries, holding positions in
the Planning Department and the Planning Institute.
Chen Hongbo is currently Secretary of the Board of ADAMA
(non-listed company). Previously, he served as Director of Hechi
Chemicals (listed company), Director of Huaihe Chemicals and
Director of Anpong Electrochemicals (both non-listed
companies).
He holds a Bachelor Degree in Fine Chemicals and Engineering
Management from Tianjin University and an MBA from Tsinghua
University in China.
Olivier T. de Clermont-Tonnerre
Olivier T. de Clermont-Tonnerre is Chief Strategy and Corporate
Development Officer at China National Bluestar (Bluestar), a
subsidiary of China National Chemical Corporation (ChemChina).
Previously, he was Chief Executive Officer of Bluestar Silicones
from 2007 to 2011.
Before joining Bluestar, he was (2001–2007) a member of the
Rhodia Executive Committee and CEO of Rhodia Silcea grouping three
Rhodia Enterprises (Silicones, Silica and Rare-Earth). Most of his
early professional experience has been in the Rhône-Poulenc Group,
based in France or in the USA, among others as CEO Surfactant and
Specialties, CEO Food Additives and member of the Rhône-Poulenc
Inc. Operational and M&A Committees.
Within the ChemChina Group, Olivier T. de Clermont-Tonnerre is a
member of the Board of Directors of Bluestar and its two
subsidiaries Elkem and REC Solar. Besides, he is also a member of
the Board of Directors of the Nouvel Institut Franco-Chinois de
Lyon.
He holds a degree in Chemical Engineering from Toulouse
University, a License in Economics from Paris-Nanterre University
and an MBA from INSEAD in Fontainebleau.
Dieter A. Gericke
Dieter A. Gericke is a partner at the law firm Homburger AG in
Zurich since 2004, where he heads the Corporate/M&A practice
team as well as the China Focus Group.
Before joining Homburger in 2000, he worked as a foreign
associate with Hale and Dorr LLP in Boston. Previously, he held
positions as a law clerk at the district court of Meilen (Zurich)
and as an associate in another Zurich law firm.
Dieter A. Gericke is a member of the Board of Directors of
Homburger AG, Zurich, and, since many years, of the Board of
Directors of Gericke Holding AG, Regensdorf, a private industrial
group. He is a member of the International Bar Association's
Corporate|M&A and Securities Law Committees, currently serving
as Vice-Chairman of the latter.
He obtained a law degree and a doctorate degree from the
University of Zurich and an LL.M. from Harvard Law School. He is an
attorney-at-law admitted to all courts of Switzerland.
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