(Información remitida por la empresa firmante)
9.6% of the DSM Ordinary Shares have been tendered in the Exchange Offer during the Post-Closing Acceptance Period
Together with the DSM Ordinary Shares already held by DSM-Firmenich AG, this represents 96.1% of the DSM Ordinary Shares
Settlement of the DSM Ordinary Shares tendered during the Post-Closing Acceptance Period will occur on 3 May 2023
Firmenich Contribution will occur on 8 May 2023, thereby completing the transactions contemplated by the merger of equals between DSM and Firmenich
DSM–Firmenich AG will commence the Buy-Out shortly
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 DSM-Firmenich AG, Koninklijke DSM N.V. (DSM) and Firmenich International SA (Firmenich) in connection with the voluntary public exchange offer 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, and Section 17, paragraph 4 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, the Netherlands and GENEVA, May 1, 2023 /PRNewswire/ — DSM-Firmenich AG (the Company or DSM-Firmenich), DSM, and Firmenich are pleased to announce that during the Post-Closing Acceptance Period, which expired on 28 April 2023 at 17:40 CEST, 16,578,846 DSM Ordinary Shares have been tendered for acceptance in the Exchange Offer, representing approximately 9.6% of DSM’s aggregate issued and outstanding ordinary share capital and an aggregate value of approximately EUR 1.97 billion.1 Together with the DSM Ordinary Shares already held by the Company on the date hereof, the Company will hold a total of 167,321,557 DSM Ordinary Shares, representing approximately 96.1% of DSM’s aggregate issued and outstanding ordinary share capital.
As a result, the Company will commence the Buy-Out shortly and terminate the listing and trading of DSM Ordinary Shares on Euronext Amsterdam. In consultation with Euronext Amsterdam it has been decided that the last trading date of the DSM Ordinary Shares will be 30 May 2023, and that the delisting of the DSM Ordinary Shares will be effective on 31 May 2023.
1 Based on the share price of a DSM-Firmenich Ordinary Share at close of trading on Euronext Amsterdam on 28 April 2023 of EUR 118.76.
Settlement Post-Closing Acceptance Period
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 in 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.
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) pursuant to the terms of the Exchange Offer. 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.
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 Post-Closing Acceptance Settlement Date.
Buy–Out
Since the Company will hold more than 95% of DSM’s aggregate issued and outstanding ordinary share capital as of the Post-Closing Acceptance Settlement Date, the Company will as soon as possible commence the statutory buy-out procedure in accordance with Article 2:359c DCC or a buy-out procedure in accordance with Article 2:92a 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 for the DSM Ordinary Shares to be transferred under the Buy-Out to the Company. The Company will request the Enterprise Chamber of the Amsterdam Court of Appeals (Ondernemingskamer) to, in line with past practice, set the fair price (billijke prijs) of each DSM Ordinary Share transferred to the Company pursuant to the Buy-Out at the closing share price of a DSM-Firmenich Ordinary Share on Euronext Amsterdam on Wednesday 3 May 2023, with any dividends or other distributions yet to be paid on the DSM Ordinary Shares being deducted.
Additional information is included in section 14.19 (Statutory buy-out) of the Offering Circular.
Delisting
In addition, DSM will procure the termination of the listing and trading of DSM Ordinary Shares on Euronext Amsterdam as soon as practicable. In consultation with Euronext Amsterdam, it has been decided that the last trading date of the DSM Ordinary Shares will be 30 May 2023, and that the delisting of the DSM Ordinary Shares will be effective on 31 May 2023. After delisting, 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).
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.dsm-firmenich.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 (https://www.dsm-firmenich.com/corporate/investors/merger-information/merger-documents/).
General restrictions
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