ADAMA to Receive Products in Europe from Syngenta while Divesting Others of Similar Nature and Economic Value to Nufarm

Global crop protection company ADAMA recently announced that, following a similar transaction in the US several months ago, it has now entered into agreements for the transfer of certain crop protection products and distribution rights from Syngenta AG (“Syngenta”), in exchange for entering into agreements for the divestiture of certain products in Europe to Nufarm Limited (“Nufarm”). As previously reported by the Company, Syngenta and Adama are each divesting certain products as required by the European Commission (“EC”) for their approval of the acquisition of Syngenta by ChemChina.

Under the agreement with Syngenta, Adama will receive a portfolio of crop protection products, including product registrations and related trademarks and brands for multiple formulated crop protection products and active ingredients in the EEA, as well as co-distribution rights to certain Syngenta products in Europe. 

In exchange for these products and rights to be received from Syngenta, Adama will divest, alongside Syngenta, certain crop protection products in the EEA to Nufarm, while maintaining its ability to continue to sell such products in other countries outside Europe, and in some cases within Europe as well. The total cash consideration paid by Nufarm to both Syngenta and Adama is expected to be approximately USD 490 million. Adama’s share of this amount, net of any expenses borne by it, will be remitted to Syngenta in exchange for the assets and rights it will be receiving from Syngenta.

This transfer and divestiture of products in Europe follows a similar transfer of Syngenta products to Adama earlier in the year in the US in exchange for Adama’s divestiture of certain products there to Amvac Chemical Corporation, which was conducted to obtain the approval by the US FTC of the acquisition of Syngenta by ChemChina.

The portfolios of transferred products and rights from Syngenta are of similar nature and economic value to the ones to be divested, and therefore the net impact on the Company of the transactions in both Europe and the US is expected to be immaterial. No physical assets (apart from inventory) or personnel will be transferred as part of either transaction.

Completion of the transactions is subject to the obtaining of the necessary regulatory approvals, including the approval by the EC of Nufarm as a "suitable purchaser" as well as final formal regulatory clearance by relevant European authorities. The parties expect completion of the transactions to occur in the first quarter of 2018.