Syngenta Global Secondary Off
AstraZeneca PLC
30 October 2000
Not for distribution or release in whole or in part into or from the United
States, Canada, Australia or Japan
ASTRAZENECA, NOVARTIS AND SYNGENTA ANNOUNCE SYNGENTA GLOBAL SECONDARY OFFER
PRICE RANGE AT CHF 85 TO 105
AstraZeneca announces that AstraZeneca, Novartis and Syngenta have set a price
range of CHF 85 and CHF 105 (equivalent to approximately £32.50 to £40.10 and
SEK 475 to SEK 587) per share for the Global Secondary Offering of Syngenta
shares.
Syngenta's characteristics include, amongst other things :
- a position as a market leader in every region, operating across all
important sectors of crop protection and seeds;
- a well balanced business mix and strong technology base and product
pipeline;
- anticipated synergy benefits from the combination of Novartis agribusiness
and Zeneca agrochemicals to form Syngenta and their track record in achieving
synergies; and
- the fact that Syngenta will be fully spun-off leaving the company
independent from the parent companies.
The syndicate banks, led by Global Coordinators Credit Suisse First Boston and
UBS Warburg intend to offer up to 4,500,000 Syngenta shares in the Global
Secondary Offering. They will procure the shares offered in the Global
Secondary Offering either by purchasing Syngenta shares in the open market or
by exercising all or part of the option that will have been granted to the
syndicate banks by certain Novartis subsidiaries and related entities.
Institutional bookbuilding for the Global Secondary Offering starts today,
Monday, 30 October 2000 and is expected to end on Thursday, 9 November 2000.
After the demerger of Novartis agribusiness and Zeneca agrochemicals from the
remaining businesses of Novartis and AstraZeneca and their combination into
Syngenta, the Syngenta shares and ADSs are expected to be listed on Monday, 13
November 2000 on four stock exchanges (SWX in Switzerland, LSE in London, NYSE
in the US and OMX in Sweden).
US Federal Trade Commission approval of the required divestments and thus of
the combination of Novartis agribusiness and Zeneca agrochemicals business is
expected to be granted in the very near future. If the US Federal Trade
Commission does not grant the approval by November 3, 2000, it is expected
that new dates for the Global Secondary Offering and the listing of Syngenta
will be anounced on November 4, 2000.
As previously announced, following the completion of the distribution of
Global Offering shares, Syngenta intends to implement in full in the first ten
trading days the repurchase of up to 10% of its issued share capital, subject
to market availability and all applicable regulations in the relevant
jurisdictions. The share repurchase will be funded by Novartis and
AstraZeneca. As a result, it will not impact Syngenta's net debt level, which
is estimated to be approximately USD 3.2 billion after taking account of,
amongst other things, proceeds of divestments. Assuming the maximum proposed
share repurchase, this will reduce Syngenta's share equity by 10% from 112.6
million shares to 101.3 million shares.
Syngenta had pro forma sales of approximately USD 7.0 billion and an EBITDA of
USD 1,175 million in 1999 after divestitures and excluding special charges.
Its 1999 pro forma research and development investment was approximately USD
760 million.
For further information contact :
AstraZeneca : Michael Olsson Tel.: +44 207 304 5087
Credit Suisse First Boston : John Owen Tel.: +44 207 888 5270
UBS Warburg : Camilla Brooks Tel.: +44 207 568 2248
The foregoing announcement contains forward-looking statements. These can be
identified by terminology such as 'would', 'will', 'potential', 'plans',
'prospects', 'estimated', 'aiming', 'on track', or similar expressions. Such
statements may be subject to risks and uncertainties that could cause the
actual results and financial position of Syngenta to differ materially from
those statements. These risks and uncertainties include, but are not limited
to, the difficulty of integrating the parent organizations on a timely basis
and realizing the anticipated synergies, the risk that R&D will not yield new
products that achieve commercial success, and the risks associated with
increasing competition in the industry. Investors should also consult
Syngenta's publicly available Securities and Exchange Commission filings for
additional information about these and other risks and uncertainties.
Syngenta, Novartis and AstraZeneca assume no obligation to update
forward-looking statements to reflect actual results or changed assumptions or
other factors.
This announcement is not an offer of securities for sale in the United States.
Securities in the global secondary offering may not be offered or sold in the
United States absent registration or exemption from registration under the
U.S. Securities Act of 1933. Any public offering of securities to be made in
the United States will be made by means of a prospectus that may be obtained
from AstraZeneca and that will contain detailed information about Syngenta and
its management, as well as financial statements. Syngenta has filed a
registration statement relating to the offering of securities in the United
States, which registration statement has not yet become effective.
This announcement does not constitute or form part of any offer or invitation
to sell or issue, or any solicitation of any offer to purchase or subscribe
for, any ordinary shares in Syngenta AG or Syngenta ADSs, nor shall it form
the basis of, or be relied on in connection with, any contract therefor.
The content of this announcement has been approved by each of Credit Suisse
First Boston (Europe) Limited and UBS AG, acting through its business group
UBS Warburg, each of which is regulated in the UK by The Securities and
Futures Authority Limited, solely for the purposes of Section 57 of the
Financial Services Act 1986.
Prices and values of, and income from, shares can go down as well as up. Past
performance is not a guide to future performance. Persons needing advice
should consult an independent financial adviser.
Each of Credit Suisse First Boston (Europe) Limited and UBS AG, acting through
its business group UBS Warburg, are acting for Syngenta AG, Novartis AG and
AstraZeneca PLC and no one else in connection with the transactions and will
not be responsible to anyone other than Syngenta AG, Novartis AG and
AstraZeneca PLC for providing the protections afforded to customers of Credit
Suisse First Boston (Europe) Limited or UBS AG, acting through its business
group UBS Warburg respectively or for providing advice in relation to the
transactions. Morgan Stanley & Co. International Limited is acting for
Syngenta AG and Novartis AG, and no one else, in connection with transactions
and will not be responsible to anyone other Syngenta AG and Novartis AG, for
providing the protections afforded to customers of Morgan Stanley & Co.
International Limited or for providing advice in relation to the transactions.
Goldman Sachs International is acting for Syngenta AG and AstraZeneca PLC and
no one else in connection with the transactions and will not be responsible to
anyone other than Syngenta AG and AstraZeneca PLC for providing the
protections afforded to customers of Goldman Sachs International or for
providing advice in relation to the transactions.
The price range and the actual number of Syngenta shares to be sold in the
proposed global secondary offering may be changed at any time prior to the
first day of trading of the Syngenta shares. The global secondary offering
price may be set within, above or below the indicative price range set out in
this announcement.
The price range for the global secondary offering has been converted to £ at
the rate of CHF 2.6183 to £1 and to SEK at the rate of CHF 0.1790 to SEK1.