(Información remitida por la empresa firmante)
KAISERAUGST, Switzerland, HEERLEN, Netherlands and GENEVA, April 17, 2023 /PRNewswire/ —
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 16, paragraphs 1 and 2, and Section 17, paragraph 1 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the Decree), and the admission to listing and trading of up to 174,786,029 ordinary shares in the capital of the Company with a nominal value of €0.01 each (each a DSM-Firmenich Ordinary Share) on Euronext Amsterdam (Euronext Amsterdam), a regulated market operated by Euronext Amsterdam N.V. (the Admission). 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).
DSM and Firmenich boards very happy to announce that the Company hereby declares the Exchange Offer unconditional
All Transaction Conditions have been satisfied or waived
86.6% of the DSM Ordinary Shares have been tendered in the Exchange Offer
DSM–Firmenich Ordinary Shares will trade on “as-if-and-when-delivered” basis as of 18 April 2023
Settlement will occur on 20 April 2023
Firmenich Contribution will occur on 8 May 2023
Remaining DSM Ordinary Shares can be tendered during the Post-Closing Acceptance Period commencing on 18 April 2023 at 09:00 hours CEST and expiring on 28 April 2023 at 17:40 hours CEST
After settlement of the Post-Closing Acceptance Period, the Company intends to implement either the Buy-Out or the Post-Offer Merger and Liquidation
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 16, paragraphs 1 and 2, and Section 17, paragraph 1 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the Decree), and the admission to listing and trading of up to 174,786,029 ordinary shares in the capital of the Company with a nominal value of €0.01 each (each a DSM-Firmenich Ordinary Share) on Euronext Amsterdam (Euronext Amsterdam), a regulated market operated by Euronext Amsterdam N.V. (the Admission). 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).
DSM and Firmenich boards are very pleased to announce that the Company hereby declares the Exchange Offer unconditional. All Transaction Conditions have been satisfied or waived. As a result, the Exchange Offer will be settled on 20 April 2023 and the Firmenich Contribution will occur on 8 May 2023.
Acceptance period
During the extended Acceptance Period, which expired at 17 April 2023 at 17:40 hours CEST, 150,742,711 DSM Ordinary Shares have been tendered for acceptance in the Exchange Offer, representing approximately 86.6 % of DSM’s aggregate issued and outstanding ordinary share capital (geplaatst enuitstaand gewoon aandelenkapitaal). As a result the minimum acceptance level Transaction Condition has been satisfied.
The Company accepts all DSM Ordinary Shares that have been validly tendered (or defectively tendered, provided that such defect has been waived by the Company) and not validly withdrawn pursuant to the terms of the Exchange Offer.
As of the date hereof, the Company does not yet directly or indirectly hold any DSM Ordinary Shares.
Listing and trading of DSM-Firmenich Ordinary Shares
Trading in the DSM-Firmenich Ordinary Shares on Euronext Amsterdam will commence on 18 April 2023 at 9:00 hours CEST on an “as-if-and-when-issued” basis, and unconditional trading on the Settlement Date. The DSM-Firmenich Ordinary Shares will trade under the symbol “DSFIR”. The ISIN code of the DSM-Firmenich Ordinary Shares is CH1216478797.
Any dealings in DSM-Firmenich Ordinary Shares on Euronext Amsterdam prior to the Settlement are at the sole risk of the parties concerned.
Settlement
DSM Shareholders who have tendered (and not validly withdrawn) and transferred (geleverd) their DSM Ordinary Shares for acceptance pursuant to the Exchange Offer will, on the terms and subject to the conditions set out in the Offering Circular, receive the Offer Consideration in respect of each tendered DSM Ordinary Share on 20 April 2023 (the Settlement Date). We cannot guarantee that DSM Shareholders will actually receive the Offer Consideration on the Settlement Date from the Admitted Institution with whom they hold their DSM Ordinary Shares.
If a beneficiary to DSM Ordinary Shares located in the United States has tendered its shares into the Exchange Offer but has been 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 to be allotted to such beneficiary 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 its intermediary within five days of the Settlement Date.
The Settlement of the Exchange Offer will be administered and effected by the Company or by the Listing, Paying and Settlement Agent (ABN AMRO Bank N.V.), on behalf of the Company.
Post-Closing Acceptance Period
DSM Shareholders who have not yet tendered their DSM Ordinary Shares in the Exchange Offer will have the opportunity to tender their DSM Ordinary Shares, under the same terms and conditions applicable to the Exchange Offer, in a post-closing acceptance period (na-aanmeldingstermijn) starting on 18 April 2023 at 09:00 hours CEST and ending on 28 April 2023 at 17:40 hours CEST (the Post-Closing Acceptance Period).
We will publicly announce the results of the Post-Closing Acceptance Period and the total number and percentage of DSM Ordinary Shares held by it in accordance with Section 17, paragraph 4 of the Decree on 28 April 2023. The Company will accept all DSM Ordinary Shares validly tendered (or defectively tendered, provided that such defect has been waived by the Company) during the Post-Closing Acceptance Period.
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