Obligation Syngenta Finance N.V 3.125% ( US87164KAA25 ) en USD

Syngenta Finance N.V

101.74 % ⇌

Suisse

US87164KAA25 ( en USD )

3.125% par an ( paiement semestriel )

27/03/2022 - Obligation échue

Prospectus brochure de l'obligation Syngenta Finance N.V US87164KAA25 en USD 3.125%, échue

1 000 USD

500 000 000 USD

87164KAA2

BBB- ( Qualité moyenne inférieure )

Ba2 ( Spéculatif )

L'Obligation émise par Syngenta Finance N.V ( Suisse ) , en USD, avec le code ISIN US87164KAA25, paye un coupon de 3.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 27/03/2022

L'Obligation émise par Syngenta Finance N.V ( Suisse ) , en USD, avec le code ISIN US87164KAA25, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Syngenta Finance N.V ( Suisse ) , en USD, avec le code ISIN US87164KAA25, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1123661/000104746912003127...
424B5 1 a2206437z424b5.htm 424B5
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TABLE OF CONTENTS 1
TABLE OF CONTENTS 2
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-178015
and 333-178015-01

CALCULATION OF REGISTRATION FEE
Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities Offered

Price
Registration Fee(1)
3.125% Notes due March 28, 2022

$500,000,000
$57,300
4.375% Notes due March 28, 2042

$250,000,000
$28,650
Guarantee of 3.125% Notes due March 28, 2022

$500,000,000
$--(2)
Guarantee of 4.375% Notes due March 28, 2042

$250,000,000
$--(2)
(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantee

PROSPECTUS SUPPLEMENT
(To Prospectus dated November 16, 2011)
$500,000,000 3.125% Notes due March 28, 2022
$250,000,000 4.375% Notes due March 28, 2042
Guaranteed as to the Payment of Principal and Interest by
Syngenta Finance N.V. will pay interest on the $500,000,000 notes due March 28, 2022 (the "2022 notes") on March 28 and
September 28 of each year, beginning on September 28, 2012, and on the $250,000,000 notes due March 28, 2042 (the "2042 notes",
and together with the 2022 notes, the "notes") on March 28 and September 28 of each year, beginning on September 28, 2012. The
2022 notes will mature on March 28, 2022 and the 2042 notes will mature on March 28, 2042. The notes are fully and
unconditionally guaranteed by Syngenta AG.
Syngenta Finance N.V. or Syngenta AG may redeem any series of the notes, in whole or in part, at any time at the greater of
(1) 100% of the principal amount plus accrued interest and (2) a make-whole amount as described herein. Syngenta Finance N.V. or
Syngenta AG may also redeem the notes, in whole but not in part, at any time at 100% of their principal amount plus accrued interest
upon the occurrence of certain tax events described in this prospectus supplement and the accompanying prospectus. If a Change of
Control Triggering Event (as defined herein) occurs with respect to a particular series of notes, we will be required to offer to
purchase such series of notes on the terms described in this prospectus supplement.
See "Risk Factors" beginning on page 5 of the accompanying prospectus for a discussion of certain factors you should
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consider before investing in the notes.
Proceeds, before
expenses, to
Underwriting Discounts
Syngenta

Price to Public

and Commissions (1)

Finance N.V. (1)

Per 2022 note

99.838%
0.450%
99.388%
Per 2042 note

99.834%
0.875%
98.959%
Total
$ 748,775,000 $
4,437,500 $
744,337,500
(1)
The Underwriters have agreed to reimburse us for certain of our expenses related to this offering. See
"Underwriting."
Interest on the notes will accrue from March 28, 2012.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form through the facilities of The Depository Trust Company and its
participants, including Euroclear and Clearstream, Luxembourg, against payment in New York, New York, on or about March 28,
2012.
Joint Book-Running Managers

BofA Merrill Lynch

Citigroup
The date of this prospectus supplement is March 21, 2012.
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Table of Contents
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page

INCORPORATION OF INFORMATION WE FILE WITH THE SEC
S-iii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-iv

SUMMARY
S-1

THE OFFERING
S-2

CAPITALIZATION
S-5

RATIOS OF EARNINGS TO FIXED CHARGES
S-6

USE OF PROCEEDS
S-6

DESCRIPTION OF NOTES AND GUARANTEE
S-7

TAXATION
S-12

CLEARANCE AND SETTLEMENT
S-13

UNDERWRITING
S-14

LEGAL MATTERS
S-19

EXPERTS
S-19
PROSPECTUS

Page

About This Prospectus
1

Summary
2

Cautionary Statements Regarding Forward-Looking Statements
3

Risk Factors
5

Where You Can Find More Information
8

Incorporation of Documents by Reference
8

Enforceability of Certain Civil Liabilities
10

Presentation of Financial Information
11

Ratios of Earnings to Fixed Charges
11
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Use of Proceeds
11

Description of Debt Securities and Guarantees
12

Legal Ownership
21

Clearance and Settlement
23

Taxation
27

Plan of Distribution
35

Legal Matters
36

Experts
36
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to
which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. We are not making an offer of these debt securities in any jurisdiction where the offer
is not permitted. You should not assume that the information appearing in this prospectus supplement and the accompanying
prospectus, as well as information in documents incorporated by reference, is accurate as of any date other than the date on
the front of these documents. Our business, financial condition, results of operations and prospects may have changed after
that date.
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INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to incorporate by reference the information we file with them. This means:
·
incorporated documents are considered part of this prospectus supplement and the accompanying prospectus;
·
we can disclose important information to you by referring you to those documents; and
·
information that we file with the SEC will automatically update and supersede this prospectus supplement and the
accompanying prospectus.
We incorporate by reference the document listed below, which we filed with the SEC under the Securities Exchange Act of
1934:
·
Syngenta's Annual Report on Form 20-F for the year ended December 31, 2011, as filed with the SEC on February 16,
2012.
Furthermore, we incorporate by reference each of the following documents that we will file with the SEC after the date of this
prospectus supplement but before the end of the notes offering:
·
any reports on Form 6-K filed by us pursuant to the Securities Exchange Act of 1934, that indicate on their cover page
that we will incorporate them by reference; and
·
reports filed under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934.
You may request a copy of any filings referred to above (excluding exhibits), at no cost, by contacting us at the following
address:
Syngenta AG
Schwarzwaldallee 215
4058 Basel, Switzerland
Tel. No.: 011-41-61-323-1111
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Any statements contained in this prospectus supplement or the accompanying prospectus that are not historical facts, including,
without limitation, statements regarding Syngenta management's expectations, targets or intentions, including for sales, earnings and
earnings per share, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, and are based on the current expectations and estimates of Syngenta's management. Investors are
cautioned that such forward-looking statements involve risks and uncertainties, and that actual results may differ materially.
Syngenta identifies the forward-looking statements in this prospectus or the related prospectus supplement by using the words
"expect", "would", "will", "potential", "plans", "prospects", "anticipates", "estimated", "believes", "intends", "aiming", "on track", or
similar expressions, or the negative of these expressions. Syngenta cannot guarantee that any of the events or trends anticipated by the
forward-looking statements will actually occur.
Important factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements
include, among other things:
·
the risk that research and development will not yield new products that achieve commercial success;
·
the risks associated with increasing competition in the industry;
·
the risk that the current global economic situation may have a material adverse effect on Syngenta's results and
financial position;
·
the risk that customers will be unable to pay their debts to Syngenta due to economic conditions;
·
the risk that Syngenta will not be able to obtain or maintain the necessary regulatory approvals for its business;
·
the risks associated with potential changes in policies of governments and international organizations;
·
the risks associated with exposure to liabilities resulting from environmental and health and safety laws;
·
the risk that important patents and other intellectual property rights may be challenged or used by other parties;
·
the risk that Syngenta may encounter problems when implementing significant organizational changes;
·
the risk that the value of Syngenta's intangible assets may become impaired;
·
the risk of substantial product liability claims;
·
the risk that consumer resistance to genetically modified crops and organisms may negatively impact sales;
·
the risk that Syngenta's crop protection business may be adversely affected by increased use of products derived from
biotechnology;
·
the risks associated with climatic variations;
·
the risks associated with exposure to fluctuations in foreign currency exchange rates;
·
the risks associated with entering into single-source supply arrangements;
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·
the risks associated with conducting operations in certain territories that have been identified by the U.S. government
as state sponsors of terrorism;
·
the risks associated with natural disasters;
·
the risk that Syngenta's effective tax rate may increase;
·
the risks related to the debt securities and the guarantee;
·
the risks that Syngenta now considers immaterial, but that in the future prove to become material; and
·
other risks and uncertainties that are not known to Syngenta or are difficult to predict.
All oral and written forward-looking statements made on or after the date of this prospectus and attributable to Syngenta are
expressly qualified in their entirety by the above factors and the sections "Risk Factors" in the accompanying prospectus and in
Syngenta's Annual Report on Form 20-F for the year ended December 31, 2011, which is incorporated by reference in this prospectus
supplement and the accompanying prospectus. Any forward-looking statements made by or on behalf of Syngenta speak only as of the
date they are made. Syngenta does not undertake to update forward-looking statements to reflect any changes in Syngenta's
expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. You
should, however, consult any additional disclosures that Syngenta may make in documents it files with the SEC.
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SUMMARY
This summary does not contain all of the information that is important to you. You should read carefully the entire
prospectus supplement, the accompanying prospectus and the additional documents incorporated by reference herein for more
information on Syngenta and Syngenta Finance and recent transactions involving Syngenta and Syngenta Finance.
In this prospectus supplement, the terms "we", "our" and "us" refer to Syngenta Finance N.V. ("Syngenta Finance") and Syngenta
AG ("Syngenta"). Syngenta Finance is the issuer and Syngenta is the guarantor in these offerings. All references to Syngenta Finance
and Syngenta include any successor person. "Syngenta Group" refers to Syngenta together with its consolidated subsidiaries.
Syngenta AG
Syngenta AG, a Swiss stock corporation (Aktiengesellschaft), was formed on November 15, 1999 under the laws of
Switzerland. Syngenta Group is a world-leading agribusiness that is involved in the discovery, development, manufacture and
marketing of a range of products designed to improve crop yields and food quality. In addition, Syngenta Group is a leader in the
development of products for the lawn and garden market sector. Syngenta's business is divided into three reporting segments: Crop
Protection, Seeds and Business Development.
Syngenta Group is headquartered in Basel, Switzerland and was formed by Novartis AG and AstraZeneca PLC in November
2000 through an agreement to spin off and merge the Novartis crop protection and seeds businesses with the Zeneca agrochemicals
business to create a dedicated agribusiness company whose shares were then the subject of a global offering.
You can find a more detailed description of Syngenta Group's business and recent transactions in Syngenta's Annual Report on
Form 20-F for the fiscal year ended December 31, 2011, which is incorporated by reference in this prospectus supplement and the
accompanying prospectus.
Information about Syngenta Finance, a wholly owned subsidiary of Syngenta and a limited liability company (naamloze
vennootschap) incorporated under the laws of The Netherlands on March 20, 2007 with its corporate seat in Amsterdam, The
Netherlands, is provided under "Syngenta Finance N.V." in the accompanying prospectus.
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THE OFFERING
Please refer to "Description of Notes and Guarantee" beginning on page S-7 of this prospectus supplement and "Description
of Debt Securities and Guarantees" beginning on page 12 of the accompanying prospectus for more information about the notes
and the guarantee.
Issuer
Syngenta
Finance

Guarantee
The notes will be guaranteed by Syngenta as to the payment of principal, premium (if any)
and interest, including any additional amounts that may be payable.

Notes
$500,000,000 aggregate principal amount of 3.125% notes due March 28, 2022.

$250,000,000 aggregate principal amount of 4.375% notes due March 28, 2042.

Maturity
2022 notes: March 28, 2022.

2042 notes: March 28, 2042.

Interest Rate
The 2022 notes will bear interest at a rate of 3.125% per annum and the 2042 notes will
bear interest at a rate of 4.375% per annum.

Interest Payment Dates
2022 notes: Every March 28 and September 28, commencing on September 28, 2012.

2042 notes: Every March 28 and September 28, commencing on September 28, 2012.

Optional Make-Whole Redemption
Syngenta Finance has the option to redeem any series of the notes, in whole or in part, at
any time and from time to time. See "Description of Notes and Guarantee--Optional
Redemption". Upon redemption, Syngenta Finance will pay a redemption price equal to
the greater of: (1) 100% of the principal amount of the notes to be redeemed and (2) the
sum of the present values of the remaining scheduled payments of principal and interest on
the notes to be redeemed, together with, in each case, accrued interest to the date of
redemption.

The present value will be determined by discounting the remaining principal and interest
payments to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months), using the Treasury Rate (as defined in this
prospectus supplement) plus 15 basis points in the case of the 2022 notes and 15 basis
points in the case of the 2042 notes.

Change of Control
Unless the notes are otherwise subject to redemption as described herein and Syngenta
Finance has elected to exercise its rights to redeem such notes, Syngenta Finance will be
required to repurchase each series of notes upon a Change of Control Triggering Event as
described under "Description of Notes and Guarantee--Offer to Repurchase Upon
Change of Control Triggering Event."
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Regular Record Dates
2022 notes: The fifteenth calendar day prior to each interest payment date, whether or not
such day is a business day.

2042 notes: The fifteenth calendar day prior to each interest payment date, whether or not
such day is a business day.

Ranking
The notes and the guarantee will constitute unsecured and unsubordinated indebtedness of
Syngenta Finance and Syngenta, respectively, and will rank equally with all other
unsecured and unsubordinated indebtedness from time to time outstanding.

Tax Redemption
In the event of various tax law changes that require Syngenta Finance or Syngenta (as the
case may be) to pay additional amounts as described under "Description of Debt
Securities and Guarantees--Redemption for Taxation Reasons" in the accompanying
prospectus, we may call all, but not less than all the notes of each series for redemption
prior to maturity.

Book-Entry Issuance, Settlement and
We will issue the notes in fully registered form in denominations of $1,000 and integral
Clearance
multiples thereof. Each series of notes will be represented by one or more global
securities registered in the name of a nominee of The Depository Trust Company, referred
to as DTC. You will hold beneficial interests in your respective series of notes through
DTC and its direct and indirect participants, including Euroclear and Clearstream
Luxembourg, and DTC and its direct and indirect participants will record your beneficial
interest on their books. We will not issue certificated notes except in limited
circumstances that we explain under "Legal Ownership--Global Securities--Special
Situations When the Global Security Will Be Terminated" in the accompanying
prospectus. For information on DTC's book-entry system, see "Clearance and
Settlement--The Clearing Systems--DTC" in the accompanying prospectus.

Use of Proceeds
We intend to use the proceeds from the sale of the notes for general corporate purposes
outside of Switzerland.

Trustee and Principal Paying Agent
The Bank of New York Mellon.

Timing and Delivery
We currently expect delivery of the notes to occur on or about March 28, 2012.

Risk Factors
You should carefully consider all of the information in this prospectus supplement and the
accompanying prospectus, which includes information incorporated by reference. In
particular, you should evaluate the specific factors under "Risk Factors" beginning on
page 5 of the accompanying prospectus for risks involved with an investment in the notes.

Certain Covenants
We have agreed to observe certain covenants in the indenture, including a limitation on
our ability to grant liens.
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