(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 4, paragraph 3 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft). 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, March 31, 2023 /PRNewswire/ — On 23 January 2023, the acceptance period during which DSM Shareholders can tender their DSM Ordinary Shares into the Exchange Offer was extended as not all competition clearances would have been obtained by 31 January 2023 (the initial expiry date of the acceptance period). On 23 February 2023, we announced that we obtained nine out of the ten required competition clearances (including those in the European Union and China), and that the last competition clearance that is pending is the Indian competition clearance.
We would make a public announcement once the Indian competition clearance has been obtained, and extend the acceptance period until two weeks after that announcement, but not before 17:40 hours CET on 7 March 2023 and no later than 17:40 hours CEST on 11 April 2023. To date, we have not yet obtained the Indian competition clearance.
Status of Indian competition clearance
The vacancy in the board of the relevant competition authority in India (the Competition Commission of India or CCI) has not yet been filled, but the CCI has resumed adopting decisions. Currently the CCI is processing a backlog of merger filings, including ours, and while it is taking some more time the decision is expected to be forthcoming.
As a result, and in accordance with our public announcements of 23 January 2023 and 23 February 2023, the expiry date of the extended acceptance period (11 April 2023) must be extended somewhat further.
End date of the extended acceptance period
We will make a public announcement immediately upon obtaining the Indian competition clearance. The acceptance period is hereby further extended until two weeks after clearance is obtained, but no later than 17:40 hours CEST on 12 May 2023. The end date of the acceptance period will be specified in the press release.1
1 Pursuant to an exemption (ontheffing) granted by the Netherlands Authority for the Financial Markets on 30 March 2023 which is restricted to and conditioned on the contents of this press release.
Antitrust investigation
On 8 March 2023, Firmenich announced that four antitrust authorities have started an industry wide investigation, and that unannounced inspections were carried out at Firmenich’s offices in France, Switzerland and the UK.
Firmenich and DSM will provide a further update to the market shortly by way of a supplement of the Offering Circular.
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.
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 as supplemented. The Company confirms that the contents thereof are still applicable to date and remains the basis for the investment decision on whether or not to tender the DSM Ordinary Shares into the Exchange Offer. A digital copy of the Offering Circular and supplements 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 Company’s authorisation to issue the DSM-Firmenich shares in exchange for the tendered DSM Ordinary Shares remains valid through to the extended Settlement Date.
(CONTINUA)