Gilbert Ghostine, who will retire from his position as CEO of Firmenich upon completion of the merger, commented: “There is a tremendous amount of talent and skill in both organizations and this executive team is perfectly placed to bring together our two culturally aligned and iconic businesses. I am confident that through this team, DSM-Firmenich has the right balance of experience, capabilities and skills to provide compelling opportunities for our people. The leaders we are announcing today are all highly accomplished and will ensure we create a global leader capable of bringing breakthrough purpose-led innovation and technologies to our customers.” Please visit www.creator-innovator.com for additional material on the proposed transaction and DSM-Firmenich.
Capital Markets Day
DSM and Firmenich are hosting a joint Capital Markets Day for institutional investors and equity analysts today in Paris, France.
Here will be offered a deeper understanding of Firmenich’s businesses; and presenting DSM-Firmenich, outlining its key value drivers, demonstrating how the complementary nature of DSM and Firmenich can enable enhanced innovation and co-creation with their customers, and through this, increase returns and deliver long-term sustainable growth and shareholder value.
The event will start at 13.30 CEST. A live webcast of the presentations and the Q&A session can be accessed here.
About Firmenich
Firmenich is the world’s largest privately-owned fragrance and taste company and has been family-owned for 127 years. The Swiss company specializes in perfumes, flavors, and ingredients and is renowned for its world-class research as well as leadership in sustainability.
About DSM
DSM has transformed during its 150+ year history into today’s health, nutrition & bioscience global leader. The Dutch-Swiss company specializes in nutritional ingredients for food and feed with proven world-leading bioscience capabilities and an international network of high-quality manufacturing sites that underpin a business model of global products, local solutions and personalization and precision.
DISCLAIMER
This is a joint pressrelease of DSM (also on behalf of DSM-Firmenich) and Firmenich. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in DSM. Any offer will be made only by means of an offer memorandum approved by the AFM. This announcement is not for release, publication or distribution, directly or indirectly (in whole or in part) in, into, or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction, including the United States, Canada, South Africa, Australia and Japan.
NO OFFERING IS BEING MADE TO ANY PERSON IN ANY JURISDICTION. THIS ANNOUNCEMENT MAY NOT BE USED FOR, OR IN CONNECTION WITH, AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER BY, OR INVITATION BY OR ON BEHALF OF, DSM, FIRMENICH OR ANY REPRESENTATIVE OF DSM OR FIRMENICH, TO PURCHASE ANY SECURITIES OR AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION TO BUY SECURITIES BY ANY PERSON IN ANY JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION BY DSM OR FIRMENICH THAT WOULD PERMIT AN OFFERING OF THE ORDINARY SHARES OR POSSESSION OR DISTRIBUTION OF A PROSPECTUS IN ANY JURISDICTION, EXCEPT TO THE EXTENT EXPLICITLY DISCLOSED BY DSM OR FIRMENICH.
This announcement is for information purposes only it is not a recommendation to engage in investment activities and is provided “as is”, without representation or warranty of any kind. While all reasonable care has been taken to ensure the accuracy of the content, DSM, Firmenich and DSM-Firmenich do not guarantee its accuracy or completeness and DSM, Firmenich and DSM-Firmenich will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided. No information set out or referred to in this publication may be regarded as creating any right or obligation and DSM, Firmenich and DSM-Firmenich expressly disclaim liability for any errors or omissions.
This announcement contains materials produced by third parties and this content has been created solely by such third parties with no input from the DSM Group or Firmenich International SA. It is not intended to be, and shall not constitute in any way a binding or legal agreement, or impose any legal obligation on the DSM Group or Firmenich International SA. All proprietary rights and interest in or connected with this announcement shall vest in the DSM Group or Firmenich International SA, as the case may be. No part of it may be redistributed or reproduced without the prior written permission of the DSM Group and Firmenich Group. All proprietary rights and interest in or connected with this publication shall vest in DSM or Firmenich, as the case may be. This announcement speaks only as of this date.
Additional information for US holders
This announcement relates to the proposed combination of a Dutch public company and a privately-held Swiss corporation. This announcement, the Offering Circular and other documents relating to the proposed combination have been, or will be, prepared in accordance with European and Dutch law and European and Dutch disclosure requirements, format and style, all of which differ from those in the United States. The proposed transactions referred to herein and the information to be distributed in connection therewith, including the proposed Offer and related shareholder vote and any related corporate transactions, are subject to disclosure, timing and procedural requirements and practices applicable in Europe and the Netherlands, which differ from the disclosure requirements of the US tender offer and proxy solicitation rules, provided that the Offer will comply with the relevant US tender offer rules set out in Regulation 14E under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder
The securities referred to herein and to be issued pursuant to the proposed Offer have not been, and are not presently intended to be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any laws or with any securities regulatory authority of any state, district or other jurisdiction, of the United States, and unless so registered may only be offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state and other securities laws. There is not presently expected to be any public offer of any securities in the United States. The information contained herein does not constitute an offer to sell or solicitation of an offer to buy any securities in the United States. Further details of which US holders are eligible to receive the securities referred to herein, and the procedural steps required to be taken by such persons to so receive such securities, as well as the procedures for those US holders who do not so qualify to receive such securities (if any), will be set forth in the Offering Circular.
Neither the U.S. Securities and Exchange Commission (SEC) nor any US state securities commission has approved or disapproved of the securities referred to herein to be issued in connection with the proposed Offer or any related corporate transaction, or determined if the information contained herein or in the Offering Circular to be prepared in connection with the proposed exchange offer is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
The securities referred to herein have not been and are not presently expected to be listed on any US securities exchange or quoted on any inter-dealer quotation system in the United States. None of DSM-Firmenich, DSM or Firmenich presently intends to take any action to facilitate a market in such securities in the United States.
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