Updated May 14: Syngenta Crop Protection and Valagro Withdraw From Potential SICIT Group Transaction
Basel, Switzerland and Atessa, Italy (May 6, 2021) - Syngenta Crop Protection AG (“Syngenta“) together with Valagro S.p.A. (“Valagro“) would like to confirm that the two companies have submitted a non-binding expression of interest to the Board of Directors of SICIT Group S.p.A. (“SICIT Group”), listed on the MTA, Star Segment, of Borsa Italiana. This expression of interest conveys our intention to submit an all-cash voluntary tender offer for its entire share capital at a price of EUR 17.30 per share which will not be reduced by the expected dividend of Eur 0.55/share, subject to limited confirmatory due diligence and approval by the Syngenta Group Board of Directors.
Our non-binding expression of interest is submitted on an open, transparent and friendly basis to SICIT Group and its key stakeholders. We believe that there is an enormous potential that a combination between Syngenta, Valagro and SICIT Group can offer to shareholders, clients, employees and stakeholders such as the tanneries in the Arzignano district in terms of value creation, return and stability regarding the continuation of the collection service arrangements in the district.
In this prospect, we see in particular the relationship with Intesa Holding as key to the success of the proposed transaction and the potential future achievements of SICIT Group. Accordingly, our preference would be for Intesa Holding to remain as long-term shareholder and we are ready to discuss adequate structuring solutions towards that objective.
We are working expeditiously on putting together the offer and will consider as soon as possible the submission of a Notification pursuant to Article 102 and 106, fourth paragraph, of the Italian Financial Act.
Syngenta is one of the world’s leading agriculture companies, comprised of Syngenta Crop Protection and Syngenta Seeds. Our ambition is to help safely feed the world while taking care of the planet. We aim to improve the sustainability, quality and safety of agriculture with world class science and innovative crop solutions. Our technologies enable millions of farmers around the world to make better use of limited agricultural resources. Syngenta Crop Protection and Syngenta Seeds are part of Syngenta Group. In more than 100 countries we are working to transform how crops are grown. Through partnerships, collaboration and The Good Growth Plan we are committed to accelerating innovation for farmers and nature, striving for regenerative agriculture, helping people stay safe and healthy and partnering for impact.
To learn more visit www.syngenta.com and www.goodgrowthplan.com.
Follow us on Twitter at www.twitter.com/Syngenta, www.twitter.com/SyngentaUS and on LinkedIn at www.linkedin.com/company/syngenta
Valagro is a leader in the development, production and marketing of biostimulant and advanced nutrient solutions for cash and row crops. Founded in 1980 and with its headquarters in Atessa (Italy), Valagro is committed to providing innovative and effective solutions for plant nutrition and health. Its mission is to increase the quantity and quality of plants and harvested crops while enhancing productivity and reducing the environmental impact of cultivation. Valagro uses science in the service of humankind to improve nutrition and the quality of life while respecting the environment. Valagro became part of Syngenta Crop Protection in 2020.
Chiampo (VI) (May 5, 2021) – The Board of Directors of SICIT Group S.p.A. (“Company”) informs that it received from Syngenta Crop Protection AG and from Valagro S.p.A. (“Syngenta Group”) an expression of interest and non-binding offer regarding the intention to promote a public tender offer for all the shares of the Company for a target price per share equal to Euro 17.30, which would not be reduced due to the coupon detachment for the dividend of Euro 0.55 per share (“Non-Binding Offer”).
The Non-Binding Offer is subject to the approval of the Board of Directors of Syngenta Crop Protection AG, to the performance of a confirmatory due diligence on a selected set of information, to the access to the senior management of the Company and to the visit to the facilities of the Company. Any tender offer possibly launched could in any event be subject to additional conditions, particularly the obtainment of regulatory approvals.
The Non-Binding Offer includes an industrial partnership proposal, addressed to the stakeholders of the Company and, in particular, to Intesa Holding S.p.A. (“Intesa Holding”), currently the controlling shareholder of the Company pursuant to Article 93 of the Consolidated Law on Finance (TUF) and also the person acting in concert with NB Renaissance in the context of the public tender offer promoted on April 16 by Circular BidCo S.p.A.
In particular, the Syngenta Group would be ready to offer Intesa Holding – in the event the latter decides to remain an investor in the Company – a shareholders' agreement to share the governance. In this regard, the Syngenta Group expressed the desire for Intesa Holding to remain a long-term shareholder of the Company and indicated the relationship with Intesa Holding as an “essential element for the success of the transaction”.
In the Non-Binding Offer the Syngenta Group also expressed its willingness to discuss long-term commercial agreements with the Company for the provision of services and of waste collection and processing in favor of the stakeholders of Intesa Holding as well as appropriate agreements aimed at ensuring that the local districts where the production activity of the Company is located continue to benefit from the presence of the latter.
The Board of Directors of the Company hence resolved to allow that the Syngenta Group may perform limited due diligence and will assess any potential offer in compliance with the principles of fairness and of equal treatment (including of equal information), in order to protect the market and all shareholders.
Founded in 1960 in Chiampo (VI), SICIT was one of the first companies in the world to introduce protein hydrolysates of animal origin into the world market of biostimulants. The company, one of the pioneers of the circular economy, through a process of hydrolysis of residues from the tanning industry, creates high-added-value products for agriculture (biostimulants) and plaster industry (retardants). Thanks to a qualified team, highly automated and technological production plants, state-ofthe-art laboratories and constant investments in R&D, SICIT has become a reference operator at international level, supplying the main players in the agrochemical and industrial sectors. Since June 2020, the company has been listed on the MTA (Italian Equities Market), Star Segment, of Borsa Italiana.