About the transaction:

Syngenta, the Swiss agribusiness group has been acquired by ChemChina in the biggest foreign takeover by a Chinese company with a transaction value of US$ 43 billion. It was announced that the deal will help Beijing modernise China’s farm sector while simultaneously Syngenta would remain firmly a “western company”. China relies heavily on food imports and Chinese agricultural yields are 30 or 40 per cent lower than in western countries. Before the takeover Asia-Pacific accounts for only about 15 per cent of Syngenta’s regional sales and commentators expect that the company will in the future focus on expansion in China. Syngenta’s new owners are expected to be under pressure to operate it as a distinctly Swiss company, respecting promises on corporate governance and managerial independence. These include special arrangements to ensure Syngenta’s headquarters remain in Basel, Switzerland, and to protect its research and development budget. Syngenta is confident that it will remain “a western company” and that ChemChina is “very attached to Switzerland” and had acquired the company for its knowledge and know-how. The takeover is also expected not to result in job losses.

About the Q&A:

ChemChina plans to keep Syngenta’s existing management team in place. The Synenta board is now chaired by Ren Jianxin, ChemChina’s chairman and includes four independent directors out of the previous slate of directors and an addition of three drectors. One of them is Dr. Dieter Gericke, who has advised ChemChina in the public takeover of Syngenta. Dr. Dieter Gericke is prepared to share, subject to professional secrecy obligations, his experiences as an advisor in this and other M&A transactions involving Chinese parties in a Q&A session at the luncheon that is organised by the SCCC Legal Chapter for the members and guests of the SCCC. While the Q&A may address legal issues, it is geared to discuss general questions in relation to co-operations and mergers between Chinese and Swiss companies and is certainly suited for whoever is interested or involved in cross-border issues between China and Switzerland.

About the Speaker:

Dr. Dieter Gericke heads the Corporate | M&A practice team as well as the China focus group of Homburger AG. He focuses on M&A (including public takeovers and defence), equity capital markets (incl. IPOs), private equity and financing. He advises in matters of corporate law and governance, as well as securities regulations. He is an Authorized Issuers'Representative at the SIX Swiss Exchange.

Dieter Gericke's assignments included advising China National Chemical Corporation (ChemChina) in the public takeover of Syngenta, Zur Rose Group in its IPO on SIX Swiss Exchange, the Abivardi sisters in the sale of SwissSmile to Jacobs Holding, Givaudan in the acquisition of Activ International, Mubadala in the sale of SR Technics to HNA, Kuros Biosurgery in its reverse merger | listing with Cytos Biotechnology, Infront Sports & Media Group in its sale to Dalian Wanda Group, ADC Therapeutics in equity private placements, BB Biotech AG in its defense against Bank Vontobel's unsolicited takeover approach, Nestlé in the sale of Alcon to Novartis, Kering Group in its acquisition of Ulysse Nardin and SCOR in the unsolicited takeover of Converium. He has long-standing experience in assisting boards of directors and managements of public and private companies.

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