(Información remitida por la empresa firmante)
THIS PRESS RELEASE IS NOT FOR GENERAL RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS
This is a joint press release by Koninklijke DSM N.V. (DSM), Firmenich International SA (Firmenich) and Danube AG, to be renamed DSM-Firmenich AG (the Company) in connection with the voluntary public exchange offer by the Company for all the issued and outstanding ordinary shares in the share capital of DSM (each such share, a DSM Ordinary Share) (the Exchange Offer)), pursuant to Section 12, paragraph 3 and Section 15, paragraph 2 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the Decree). The Exchange Offer is not being made, and the DSM Ordinary Shares will not be accepted for purchase from or on behalf of any holder of DSM Ordinary Shares (a DSM Shareholder), in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the offering circular in relation to the Exchange Offer dated 22 November 2022 (the Offering Circular).
KAISERAUGST, Switzerland, HEERLEN, Netherlands and GENEVA, Jan. 23, 2023 /PRNewswire/ — The acceptance period during which DSM Shareholders can tender their DSM Ordinary Shares into the Exchange Offer that launched on 22 November 2022, which acceptance period was to expire on 31 January 2023, will be extended. The reason for this extension is that not all competition clearances will have been obtained by 31 January 2023.
Status of competition clearances
To date, no substantive competition concerns have been identified. DSM and Firmenich expect that the remaining competition clearances will have been obtained by 7 March 2023, potentially with the exception of the competition clearance in India.
In India, the relevant competition authority (the Competition Commission of India (CCI)) has a vacancy in its board since the chairperson’s retirement on 25 October 2022. To date, no new chairperson or additional member has been appointed. Without an additional member, the CCI does not have the required quorum to take decisions to approve transactions such as ours. There is no deadline for the appointment of a new chairperson or additional member.
End date of the extended acceptance period
We will make a public announcement once the Indian clearance is obtained. The acceptance period will be extended until two weeks after that announcement, but not before 17:40 hours CET on 7 March 2023 and no later than 17:40 hours CET on 11 April 2023.1
1 Pursuant to an exemption (ontheffing) granted by the Netherlands Authority for the Financial Markets on 20 January 2023.
Tendered shares and withdrawal rights
DSM Shareholders who have already tendered their DSM Ordinary Shares are not required to take any action, but they may withdraw their tendered DSM Ordinary Shares in the extended acceptance period, in accordance with the terms and conditions of the Offering Circular and the provisions of Section 15, paragraph 3 of the Decree.
DSM Shareholders who have not yet tendered their DSM Ordinary Shares or who have withdrawn their tendered DSM Ordinary Shares in accordance with the above but want to tender again, are requested to take action via their financial intermediary within the extended acceptance period. Certain intermediaries may set an earlier deadline in order to be able to timely communicate the tender to the exchange agent. For more information, please see section 14.9 of the Offering Circular.
Announcements
Announcements in relation to the exchange offer are issued by means of a press release. Any joint press release issued by the Company, DSM and Firmenich is made available on the website of the Company (www.creator-innovator.com).
Subject to any applicable requirements of the applicable laws and without limiting the manner in which the Company, DSM and Firmenich may choose to make any public announcement, the Company, DSM and Firmenich will have no obligation to communicate any public announcement other than as described in the Offering Circular.
Further information
Capitalised terms used but not defined herein are defined in the Offering Circular. This announcement contains selected, condensed information regarding the Exchange Offer and does not replace the Offering Circular. The information in this announcement is not complete and additional information is contained in the Offering Circular. A digital copy of the Offering Circular is available on the website of the Company (www.creator-innovator.com/en/offering-circular-and-egm/).
General restrictions
The Exchange Offer is being made in and from the Netherlands with due observance of such statements, conditions and restrictions as are included in the Offering Circular. The Company reserves the right to accept any tender under the Exchange Offer, which is made by or on behalf of a DSM Shareholder, even if it has not been made in the manner set out in the Offering Circular.
The distribution of the Offering Circular and/or the making of the Exchange Offer in jurisdictions other than the Netherlands may be restricted and/or prohibited by law. In particular, subject to certain exceptions, the Offering Circular is not for general circulation in the United States. The Exchange Offer is not being made, and the DSM Ordinary Shares will not be accepted for purchase from or on behalf of any DSM Shareholder, in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offering Circular. Persons obtaining the Offering Circular are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents (to the extent applicable). Outside of the Netherlands, no actions have been taken (nor will actions be taken) to make the Exchange Offer possible in any jurisdiction where such actions would be required. In addition, the Offering Circular has not been filed with nor recognised by the authorities of any jurisdiction other than the Netherlands. Neither the Company, nor DSM, nor Firmenich, nor any of their advisers accept any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward the Offering Circular or any related document to any jurisdiction outside the Netherlands should carefully read section 16 (Restrictions) and section 17 (Important Information) of the Offering Circular before taking any action. The release, publication or distribution of the Offering Circular and any documentation regarding the Exchange Offer, the making of the Exchange Offer or the issuance and offering of the DSM-Firmenich Ordinary Shares in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession the Offering Circular comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction.
United States of America
(CONTINUA)