AstraZeneca PLC
11 October 2000
ASTRAZENECA AND NOVARTIS SHAREHOLDERS APPROVE SYNGENTA TRANSACTION
AstraZeneca PLC announces that, at its Extraordinary General Meeting held in
London earlier today, shareholder approval was given for the declaration and
payment by the AstraZeneca Board of a dividend of Syngenta shares to holders
of AstraZeneca shares on the relevant record date. The approval of this
dividend will facilitate implementation of the previously announced proposed
demerger of Zeneca Agrochemicals and its merger with Novartis Agribusiness to
form Syngenta.
At an Extraordinary General Meeting also held today in Switzerland, the
Syngenta transaction was approved by the Novartis shareholders.
Completion of the transaction, which remains subject to US competition law
approval, is presently anticipated to take place in mid-November.
For further information:
Michael Olsson: Tel. +44 (0)20 7304 5087
Ed Seage: Tel +44 (0)20 7304 5101
Jorgen Winroth: Tel. +1 609 896 4148
The contents of this press announcement have been approved by Credit Suisse
First Boston (Europe) Limited and Goldman Sachs International for the purposes
of section 57 of the Financial Services Act 1986. Each of Credit Suisse First
Boston (Europe) Limited and Goldman Sachs International which are regulated in
the UK by The Securities and Futures Authority are acting for AstraZeneca PLC
and Syngenta AG and no one else in connection with the transaction and will
not be responsible to anyone other than AstraZeneca PLC and Syngenta AG for
providing the protections afforded to the customers of Credit Suisse First
Boston (Europe) Limited or Goldman Sachs International respectively or for
providing advice in relation to the transaction. No offer or invitation to
acquire securities in Syngenta AG is being made now nor are offers being
solicited. Any such offer or invitation will only be made in documents that
have previously been published or are to be published in due course and any
such acquisition should be made solely on the basis of such information
contained in such documents.
In order to utilise the 'Safe Harbor' provisions of the United States Private
Securities Litigation Reform Act of 1995, AstraZeneca PLC is providing the
following cautionary statement. This press announcement contains certain
forward-looking statements with respect to the proposed demerger of Zeneca
Agrochemicals and its merger with Novartis Agribusiness to form Syngenta.
These statements involve risk and uncertainty because they relate to events
and depend on circumstances that will occur in the future. There are a number
of factors that could cause completion of the transaction to be delayed or
cancelled.
US SHAREHOLDERS ARE URGED TO READ THE SYNGENTA REGISTRATION STATEMENT ON FORM
F-4 (FILE NO. 333-12522) DATED SEPTEMBER 18, 2000 WHICH SYNGENTA HAS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE IT CONTAINS IMPORTANT
INFORMATION.
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