Italy | Dealings
Syngenta Crop Protection and Valagro submit their interest in the acquisition of SICIT Group
The SICIT Group Board of Directors has resolved to allow Syngenta to present a non-binding offer, which will be subject to certain conditions, and will evaluate this and other offers that may be made under the principle of equal treatment.5/6/2021
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.
SICIT Group reaction
For its part, SICIT Group has detailed that 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 access to the senior management of SICIT Group and the visit to the company's facilities. Any public offering that may be launched could, in any event, be subject to additional conditions, in particular obtaining regulatory approvals.
The Non-Binding Offer includes an industrial association proposal, addressed to the Company's stakeholders and, in particular, to Intesa Holding SpA (“Intesa Holding”), current controlling shareholder of the Company in accordance with article 93 of the Consolidated Finance Law (TUF) and also the person who acts in concert with NB Renaissance in the framework of the public offering promoted on April 16 by Circular BidCo SpA.
In particular, the Syngenta Group would be willing to offer Intesa Holding, should the latter decide to remain an investor in the SICIT Group, a shareholders' agreement to share governance. In this regard, the Syngenta Group expressed the desire for Intesa Holding to remain a long-term shareholder of the company and pointed to 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 for the collection and treatment of waste in favor of the interest groups of Intesa Holding, as well as the appropriate agreements aimed at ensuring that the local districts where the company's productive activity is located continue to benefit from the latter's presence.
Therefore, the SICIT Group Board of Directors resolved to allow the Syngenta Group to perform limited due diligence and will evaluate any potential offer in accordance with the principles of fairness and equal treatment (including equal information), with the 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 hydrolyzed proteins of animal origin in the world market for biostimulants. The company, one of the pioneers of the circular economy, through a process of hydrolysis of waste from the tanning industry, creates products with high added value for agriculture (biostimulants) and plaster industry (retardants). Thanks to a qualified team, highly automated and technological production plants, state-of-the-art laboratories and constant investments in R + D + i, SICIT has become an international benchmark operator, supplying the main players in the agrochemical and industrial sector. Since June 2020, the company has been listed on the flagship segment of the Borsa Italiana MTA (Italian Stock Market).
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.
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.
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