In connection with China National Chemical Corp.'s (ChemChina) acquisition of Swiss chemical company Syngenta, Syngenta announced Dec. 28 that it intends to voluntarily delist its American Depositary Shares from the New York Stock Exchange and subsequently deregister and terminate its reporting obligations under the Securities Exchange Act of 1934, as amended.
The announcement follows the previously announced cancellation of all publicly held registered shares of Syngenta with a par value of CHF 0.10 each in connection with the completion of the public tender offer for all publicly held registered shares of Syngenta by CNAC Saturn (NL) B.V., a subsidiary of ChemChina.
Following the cancellation of all publicly held registered shares of Syngenta, CNAC Saturn will own 100% of all outstanding registered shares of Syngenta.
The company also recently announced that Michel Demaré, vice chairman and lead independent director for Syngenta, has decided to retire from the board after five years of service. Jürg Witmer, a member of the Syngenta board of directors since 2006, has been nominated by the board to become lead independent director beginning Jan. 1, 2018.
Carl Casale, former chief executive officer of CHS Inc., has been nominated by the board to join as an independent director. Casale has a long history in agriculture, having also spent 26 years at Monsanto before his six years at CHS.
“Following the announcement of the sale to ChemChina in February 2016, I accepted the invitation from chairman Ren Jianxin to stay on the board of Syngenta,” Demaré said. "My aim was to facilitate closing of the transaction, implementing the new governance, and to support the newly hired CEO to drive needed strategic and operational changes. Almost two years later, I think I have contributed all that I can bring to Syngenta and to its new owner, so it is time for me to move on at the end of the year.”