Syngenta Spain absorbs its holding parent company in a simplified merger without liquidation

Syngenta España, S.A.U. will absorb its parent company, Syngenta Holding, S.L.U., in a simplified merger by absorption approved on September 1, 2026, by the sole shareholder of the absorbing company. The operation extinguishes the absorbed company through dissolution without liquidation and transfers, as a whole and by universal title, all its assets to the absorbing company, which is subrogated to all its rights and obligations. The announcement is published in the Official Gazette of the Mercantile Registry (BORME) no. 186, dated September 25, 2026, in the Second Section of announcements and legal notices, under the official reference BORME-C-2026-5186.

The publication is carried out in compliance with Article 10 of Royal Decree-Law 5/2023, of June 28, on structural modifications of companies. The agreement was adopted unanimously in accordance with the common merger project signed on June 25, 2026, by the management bodies of both companies and the administrators’ report of the same date. The merger balance sheets used are those of both companies closed as of December 31, 2025, prepared, approved, and verified by the statutory auditor of each.

A simplified merger under Article 53

The operation follows the simplified procedure of Article 53 of Royal Decree-Law 5/2023, applicable by virtue of Article 56 because the absorbing company is wholly owned by the absorbed company. As a result, the following are not required:

• The agreement of the absorbed company, pursuant to Article 53.1.4º.
• The independent experts’ report, pursuant to Article 53.1.2º.
• The capital increase in the absorbing company, pursuant to Article 53.1.3º.
• Including in the merger project the mentions expressly provided for in Article 53.1.1º.

Who decides and who signs

The agreement is adopted by Syngenta Holding, S.L.U. in its capacity as the sole shareholder of Syngenta España, S.A.U., exercising the powers inherent to the general shareholders’ meeting. The announcement was signed in Madrid, on September 1, 2026, by Mónica Pereda Gamarra, non-director secretary of Syngenta España, S.A.U. and non-director secretary of Syngenta Holding, S.L.U., with the identifier A260040641-1.

The operation is part of a corporate sequence already reflected in the registry. In September 2024, Syngenta España, S.A.U. absorbed Valagro Iberia, S.L.U., which was then wholly owned by the absorbing entity, through an announcement published in BORME no. 182, dated September 20, 2024, with reference BORME-C-2024-5221. In October 2024, the change of identity of the sole shareholder of Syngenta Holding, S.L. was registered, which became Syngenta Crop Protection AG. In June 2026, Ronan de Herce was re-elected as president of Syngenta España, S.A., and in September 2026, he was also confirmed as president of Syngenta Holding, S.L., with the appointment of Francisco Javier Marsal Machín as director.

Rights of shareholders and creditors

The announcement expressly states the rights granted to the shareholders and creditors of any of the participating companies:

• To obtain the full text of the adopted merger agreements, the respective merger balance sheets, and the audit reports, available at the registered office of each company.
• The protection corresponding to the creditors of each merging company, under the terms of Article 13 of Royal Decree-Law 5/2023.

The disappearance of the holding company without liquidation simplifies the structure of the agrochemical group in Spain and concentrates all rights and obligations of the extinguished parent company in the operating company. For employees, suppliers, and customers in the agri-food sector, the universal subrogation implies the formal continuity of contracts and legal relationships, while creditors retain the protection path recognized by the regulation during the process.

Source: Official Gazette of the Mercantile Registry, no. 186, dated September 25, 2026, Second Section (Announcements and legal notices), Company mergers and acquisitions, page 6444 (official reference: BORME-C-2026-5186).