DuPont announces binding offer for Danisco
This announcement is not directed at shareholders whose participation in the Offer (as defined below) would require the issuance of an offer document, registration or other activities other than what is required under Danish law. No action has been (or will be) taken other than in Denmark to permit a public offer in any jurisdiction where action would be required for that purpose. The Offer and this announcement are not made, directly or indirectly, to shareholders resident in any jurisdiction in which the submission of the Offer and/or this announcement or acceptance thereof would contravene the law of such jurisdiction, and any document pertaining to the Offer and this announcement may not be distributed to shareholders resident in any such jurisdiction. Accordingly neither this announcement nor any other material regarding the Offer may be distributed in any jurisdiction outside Denmark if such distribution would require any registration, qualification or other requirement in respect of any offer to acquire or sell securities or distribute documents or advertisements in respect thereof. Any person acquiring possession of any documents pertaining to the Offer and/or this announcement is expected and assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.
The Offer is not being made directly or indirectly in or into Canada, Australia or Japan, and the Offer does not apply and cannot be accepted from within Canada, Australia or Japan.
This announcement is not an offer to buy or sell shares or other securities in Danisco A/S or an recommendation on whether or not to accept the Offer or otherwise buy or sell shares or other securities in Danisco A/S. The Offer will be made in the form of an offer document prepared by the Offeror, including an acceptance form. The offer document will be published upon approval from the Danish Financial Supervisory Authority. The offer document will describe the terms and conditions of the Offer, including the procedure for acceptance thereof. Any decision as to whether or not to accept the Offer should be made only upon careful review of the offer document and the statement thereon to be made by the Board of Directors of Danisco A/S in accordance with section 14 of Executive Order No. 221 of 10 March 2010 on Take Over Bids, as and when those documents are published.
DuPont announces binding offer for Danisco
Danisco A/S has received a binding offer from DuPont. Danisco’s Board of Directors recommends this offer, which we believe represents a strong value proposition to our shareholders and is in the best interest of our business and employees.
Highlights
· DuPont will offer DKK 665 for each share of Danisco in cash, equivalent to a total transaction value of DKK 36.1 billion.
· This offer represents a 25% premium to Danisco’s closing share price on January 7, 2011, a 33% premium to last month’s average share price, and a 90% premium to the share price 12 months ago.
· The offer represents a multiple of 12.8x EBITDA based on the last twelve months.
· The transaction represents a strong strategic fit and creates new growth opportunities for both companies.
· Danisco will host an investor and press conference today at 12:00 CET at Langebrogade 1, Copenhagen. This conference will be available on webcast and can be followed on www.danisco.com.
Jørgen Tandrup, Danisco’s Chairman of the Board of Directors, comments: “We believe this offer represents attractive value for Danisco shareholders at a time when the share price is at an all-time high, and that it is in the best interest of the business and our employees. There will be substantial opportunities as part of a larger group and DuPont will bring significant advantages to Danisco’s strategy and further development. DuPont and Danisco make a powerful combination and will benefit from each others’ complementary strengths and skills.”
Tom Knutzen, Danisco’s CEO, comments: “Danisco has become a leader in food ingredients, bio-based solutions and industrial biotech. We are very proud of these achievements and are pleased that DuPont recognises the value of our businesses and our skilled employees. Danisco will make up an important part of DuPont, which is committed to develop new business and drive further growth. The transaction is about creating value and exploiting future potential. We look forward to working together to ensure the continued success and growth of our business.”
Background for the offer
DuPont is a market-driven science company, delivering innovative solutions to meet key global needs in food, safety and sustainability. Like DuPont, Danisco is a technology-driven organisation with exceptional scientific capabilities in enzymes and food ingredients. Together, the two organisations are expected to benefit from the power of industrial biotechnology over multiple product lines and industries, creating significant growth opportunities in biofuels, biomaterials, and other emerging technologies.
In addition, DuPont currently operates certain health and nutrition activities. In combination with the broad and deep food ingredients portfolio of Danisco, the new organisation could develop a morecomprehensive offering for the food industry, driving growth in each of the individual components. Given the strong research, innovation and applications development capabilities of DuPont and Danisco, the two are well suited to build their existing offerings and drive first-class innovation in a combined effort. Success in achieving this objective will benefit both entities and the people they employ.
If the offer is successful, an integration process will be undertaken utilising the knowledge and guidance of a joint DuPont and Danisco team to devise the optimum operating structure to leverage the complementary capabilities and efficiencies of the combined businesses.
Deutsche Bank is acting as exclusive financial advisor to Danisco.
Please refer to today’s other company announcements for further detail.
Yours faithfully
Jørgen Tandrup
Chairman, Board of Directors
For further information, please contact:
Investor Relations, tel.: +4532 66 29 12, investor@danisco.com
For international media enquiries, please contact:
Finsbury (Andrew Dowler or Sally Hogan), tel.: +44 (0)20 7251 3801
Useful links:
www.dupont.com www.danisco.com
This announcement has been prepared in Danish and has been translated into English. In case of inconsistencies between the two versions, the Danish language version shall prevail. This announcement may contain statements relating to future matters or occurrences, including statements on future results, growth or other forecasts on developments and benefits in connection with the Offer. Such statements may generally, but not always, be identified by the use of words such as “anticipates”, “assumes”, “expects”, “plans”, “will”, “intends”, “projects”, “estimates”, "ambition" or similar expressions. Forward-looking statements, by their nature, involve risks and uncertainty as they relate to events and depend on circumstances occurring in the future. There can be no assurance that actual results will not differ, possibly materially, from those expressed or implied by such forward-looking statements due to many factors, many of which are outside of the control of [DuPont, the Offeror or Danisco, including the effect of changes in general economic conditions, the level of interest rates, fluctuation in the demand for [DuPont or Danisco products, competition, technological developments, employee relations, regulation, foreign currency exchange rates and the potential need for increased capital expenditures (including those resulting from increased demand, new business opportunities and development of new technologies) and failure to achieve the expected benefits of the proposed combination DuPont and Danisco.
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