(Información remitida por la empresa firmante)
ACCEPTANCE PERIOD ENDS ON 17 APRIL 2023 AT 17:40 CEST
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 or DSM-Firmenich) 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 and HEERLEN, Netherlands and GENEVA, April 4, 2023 /PRNewswire/ — DSM and Firmenich jointly announce that they have obtained competition clearance from the Competition Commission of India (CCI) on 3 April 2023.1 DSM and Firmenich now have competition clearance in all required jurisdictions, as a result of which the Transaction Condition relating to the competition clearances has now been satisfied.
1 Reference is made to the CCI’s press release No. 78/2022-23, available here: https://www.cci.gov.in/media-gallery/press-release/details/289/0.
Acceptance period
In accordance with the exemption (ontheffing) granted by the Netherlands Authority for the Financial Markets (AFM) on 30 March 2023 and as set out in our joint press release of 31 March 2023, the extended acceptance period will expire on 17 April 2023 at 17:40 CEST. 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 the paragraph ‘Indicative timetable’ below and section 14.9 of the Offering Circular.
The DSM Boards unanimously reiterate the recommendation to the DSM Shareholders to tender their DSM Ordinary Shares into the Exchange Offer.
Antitrust investigation
As indicated in our press release of 31 March 2023, Firmenich announced on 8 March 2023 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 to the Offering Circular.
Indicative timetable
On the basis that all other Transaction Conditions will be satisfied as well on 17 April 2023, the indicative timetable below lists the expected key dates for the remainder of the Exchange Offer and the Transactions.
These dates and times are subject to change and references to time are to CEST.
Acceptance of the Exchange Offer by DSM Shareholders
Acceptance by DSM Shareholders through Admitted Institutions
DSM Shareholders who hold their DSM Ordinary Shares through an institution admitted to Euronext Amsterdam and/or Euroclear Nederland (aangesloten instelling) (an Admitted Institution) must make their acceptance known through their bank or stockbroker no later than 17:40 hours CEST on the Acceptance Closing Date. The custodian, bank or stockbroker may set an earlier deadline for communication by the DSM Shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to the Settlement Agent in a timely manner. Accordingly, the DSM Shareholders holding DSM Ordinary Shares through a financial intermediary should comply with the dates communicated by such financial intermediary.
Acceptance by DSM Shareholders located in the United States
DSM Shareholders located in the United States who hold their DSM Ordinary Shares through a custodian, bank or stockbroker are requested to make their acceptance known through their bank or stockbroker as set out in section 16.1 (United States of America) of the Offering Circular.
If a beneficiary to DSM Ordinary Shares located in the United States is unable to make the QIB Confirmations on behalf of itself or the person on whose behalf such DSM Ordinary Shares are held, any DSM-Firmenich Ordinary Shares allotted to such person will instead be transferred to a nominee, and such DSM-Firmenich Ordinary Shares will be sold on his, her or its behalf with the proceeds being remitted to such person within five days of the Settlement Date, for DSM-Firmenich Ordinary Shares allotted in exchange for DSM Ordinary Shares tendered during the Acceptance Period, or within five days of the Post-Closing Acceptance Settlement Date, for DSM-Firmenich Ordinary Shares allotted in exchange for DSM Ordinary Shares tendered during any Post-Closing Acceptance Period.
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.
(CONTINUA)