(Información remitida por la empresa firmante)
During the Post-Closing Acceptance Period, DSM Shareholders have no right to withdraw their tendered DSM Ordinary Shares from the Exchange Offer, regardless whether their DSM Ordinary Shares have been validly tendered (or defectively tendered, provided that such defect has been waived by the Company) during the Acceptance Period or during the Post-Closing Acceptance Period. Additional information is included in section 14.17 (Withdrawal rights) of the Offering Circular. DSM Shareholders who have validly tendered (or defectively tendered provided that such defect has been waived by the Company) and transferred (geleverd) their DSM Ordinary Shares for acceptance pursuant to the Exchange Offer during the Post-Acceptance Period, will receive the Offer Consideration in respect of each tendered DSM Ordinary Share on 3 May 2023 (the Post-Closing Acceptance Settlement Date). We cannot guarantee that DSM Shareholders will actually receive the Offer Consideration on the Post-Closing Acceptance Settlement Date from the Admitted Institution with whom they hold their DSM Ordinary Shares.
Buy–Out
If, after settlement of the DSM Ordinary Shares tendered during the Post-Closing Acceptance Period, the Company and its group companies within the meaning of the DCC hold in the aggregate at least 95% of DSM’s aggregate issued and outstanding ordinary share capital, the Company shall commence the statutory buy-out procedure in accordance with Article 2:359c of the DCC or a buy-out procedure in accordance with Article 2:92a of the DCC to acquire the DSM Ordinary Shares that have not been tendered in the Exchange Offer (the Buy-Out). Any remaining DSM Shareholders (other than the Company) will receive a cash consideration as a result of the Buy-Out. Additional information is included in section 14.19 (Statutory buy-out) of the Offering Circular.
Post-Offer Merger and Liquidation
If, after settlement of the DSM Ordinary Shares tendered during the Post-Closing Acceptance Period, the Company and its group companies within the meaning of the DCC hold in the aggregate less than 95% but at least 80% of DSM’s aggregate issued and outstanding ordinary share capital, DSM may be notified by the Company or Firmenich to implement the Post-Offer Merger and Liquidation, in which case DSM shall implement a legal triangular merger with and into DSM Sub (as acquiring company), with DSM Holdco allotting shares to the Company and DSM Shareholders on a share-for-share basis in accordance with Articles 2:309 et seq. and 2:333a of the DCC (the Triangular Merger), which Triangular Merger was approved by DSM Shareholders at the DSM EGM on 23 January 2023. Once the Triangular Merger is implemented, the listing of DSM will terminate.
Prior to the Triangular Merger becoming effective, the Company shall, and DSM shall procure that DSM Holdco shall, enter into a share purchase agreement between the Company and DSM Holdco (the Post-Offer Share Purchase Agreement) pursuant to which, amongst other things, DSM Holdco will sell and the Company will purchase all issued and outstanding shares in the capital of DSM Sub (the Share Sale) and the Company will assume all liabilities of DSM Holdco. The consideration payable by the Company to DSM Holdco under the Post-Offer Share Purchase Agreement for the Share Sale shall be the issuance of a right that entitles the holder thereof to require the Company to deliver to it, on first demand, such number of DSM-Firmenich Ordinary Shares that is equal to the number of DSM Ordinary Shares held by the Company plus the DSM Ordinary Shares held by non-tendering DSM Shareholders, or the cash equivalent thereof, calculated by applying a value fairly representing the prevailing value of a DSM-Firmenich Ordinary Share (the Share Sale Consideration).
The Post-Offer Merger and Liquidation is described in further detail in section 14.20 (Post-Offer Merger and Liquidation) of the Offering Circular.
Delisting
If, after settlement of the DSM Ordinary Shares tendered during the Post-Closing Acceptance Period, the Company and its group companies within the meaning of the DCC hold in the aggregate at least 95% of DSM’s aggregate issued and outstanding ordinary share capital, DSM will request Euronext Amsterdam to delist the DSM Ordinary Shares. After delisting of the DSM Ordinary Shares, DSM will be converted from a Dutch public limited liability company (naamloze vennootschap) into a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid).
The DSM Preference Shares A will be repurchased and cancelled.
Further implications of the Exchange Offer being declared unconditional
Remaining DSM Shareholders who do not wish to tender their DSM Ordinary Shares in the Exchange Offer during the Post-Closing Acceptance Period should carefully review the sections of the Offer Circular that further explain the consequences for non-tendering DSM Shareholders, such as (but not limited to) section 14.20 (Post-Offer Merger and Liquidation), section 14.26 (Withholding) and section 14.37 (Taxation) of the Offering Circular, which describe certain (tax and other) implications to which such DSM Shareholders may become subject with their continued shareholding in DSM.
The advance liquidation distribution that will be paid to non-tendering DSM Shareholders in case the Post-Offer Merger and Liquidation is implemented, will generally be subject to 15% Dutch dividend withholding tax to the extent it exceeds DSM Holdco’s average paid-in capital recognised for Dutch dividend withholding tax purposes.
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.
Home member state declaration
As a newly listed issuer, the Company declares that the Netherlands is its “home member state” for purposes of its disclosure obligations under the EU Transparency Directive (Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC).
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.
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