DuPont Successfully Completes Tender Offer for Danisco
COPENHAGEN, Denmark, May 16, 2011 /PRNewswire/ — DuPont (NYSE: DD), through its wholly owned subsidiary DuPont Denmark Holding ApS, announced today that it has successfully completed its tender offer for all outstanding shares of common stock of Danisco for DKK 700 cash per share. The tender offer expired on May 13, 2011, at 11 p.m. CEST (5 p.m. EDT).
DuPont estimates that, as of the expiration of the offer on May 13, Danisco shareholders had tendered approximately 92.2 percent of the outstanding shares to DuPont Denmark Holding ApS. All shares that were properly tendered have been accepted for purchase. Payment for those shares will be made in accordance with the terms of the tender offer.
“We are delighted that the tender has been successful and we can move on to the process of integrating Danisco into DuPont. Danisco’s attractive specialty food ingredients businesses and Genencor’s leading industrial enzymes complement DuPont’s own Nutrition & Health and Applied BioSciences offerings,” said DuPont Chair and CEO Ellen Kullman. “This combination will create an industry leader in industrial biosciences and nutrition and health.
“These businesses will work together to drive sustainable growth and market-driven innovation by linking agriculture, nutrition and advanced materials through industrial biosciences,” Kullman said. “In addition, the R&D combination of DuPont, Danisco and Genencor will enable us to further respond to global megatrends and help provide for the food, energy and protection needs of a growing population.”
“We are very pleased that a vast majority of Danisco shareholders have accepted DuPont’s offer and the two companies may now begin to move forward together,” said Danisco Chairman Jorgen Tandrup. “DuPont and Danisco share cultures based in exceptional science and research capabilities. Our combined strengths in biosciences and nutrition and health will deliver innovative new offerings for customers worldwide, while helping to grow these businesses in ways that will benefit employees, shareholders and the communities in which we serve. We look forward to this next exciting chapter of discovery and success for the joined companies.”
A copy of the Announcement of Completion for the tender offer is attached and available at www.dupontanddanisco.com.
DuPont (www.dupont.com) is a science-based products and services company. Founded in 1802, DuPont puts science to work by creating sustainable solutions essential to a better, safer, healthier life for people everywhere. Operating in more than 90 countries, DuPont offers a wide range of innovative products and services for markets including agriculture and food; building and construction; communications; and transportation.
This news release does not constitute an offer or invitation to purchase any securities or a solicitation of an offer to buy any securities, pursuant to the tender offer or otherwise. The tender offer is being made solely by means of an Offer Document and the documents accompanying the Offer Document, which contain the full terms and conditions of the tender offer, including details of how the tender offer may be accepted. Danisco A/S shareholders are advised to read the Offer Document and the related documents that were sent to them because they contain important information.
Forward-Looking Statements: This news release contains forward-looking statements based on management’s current expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the company’s strategy for growth, product development, market position, expected expenditures and financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like “expects,” “anticipates,” “plans,” “intends,” “projects,” “indicates,” and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents filed with the Securities and Exchange Commission by DuPont, particularly its latest annual report on Form 10-K and quarterly report on Form 10-Q, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to changes in the laws, regulations, policies and economic conditions, including inflation, interest and foreign currency exchange rates, of countries in which the company does business; competitive pressures; successful integration of structural changes, including restructuring plans, acquisitions, divestitures and alliances; cost of raw materials, research and development of new products, including regulatory approval and market acceptance; seasonality of sales of agricultural products; and severe weather events that cause business interruptions, including plant and power outages, or disruptions in supplier and customer operations. Risks and uncertainties relating to the acquisition that could cause the actual results to differ from expectations contemplated by forward looking statements include: uncertainties as to the timing of the tender offer; uncertainties as to how many Danisco shares will be tendered in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; if the tender offer is completed, failure to achieve the expected benefits of the proposed acquisition. The company undertakes no duty to update any forward-looking statements as a result of future developments or new information.
Completion of the voluntary recommended public offer to the shareholders of Danisco A/S – Announcement of the result
On 21 January 2011, DuPont Denmark Holding ApS (the “Offeror”) made a voluntary recommended public offer (the “Offer”) to the shareholders of Danisco A/S (the “Company”) pursuant to the terms and conditions of the offer document (the “Offer Document”). On 18 February 2011 the Offeror announced Supplement no. 1 of 18 February 2011 extending the Offer Period until 1 April 2011 pending EU and China competition approvals, on 30 March 2011 the Offeror announced an additional supplement (“Supplement no. 2 of 30 March 2011″) extending the Offer Period until 29 April 2011 again pending EU and China competition approvals and on 29 April 2011 the Offeror announced an additional supplement with an increase of the Offer Price and reduction of the Minimum Acceptance Condition (“Supplement no. 3 of 29 April 2011″) extending the Offer Period until 13 May 2011. Expressions not defined in this announcement shall have the meaning set forth in the Offer Document, Supplement no. 1 of 18 February 2011, Supplement no. 2 of 30 March 2011 and Supplement no. 3 of 29 April 2011.
On 5 April 2011, competition approval was obtained in the EU and on 15 April 2011 competition approval was obtained in China. All competition approvals necessary to complete the Offer have thus been fulfilled.
At the expiry of the Offer Period on 13 May 2011 at 11:00 p.m. (CEST) (13 May 2011 at 5:00 p.m.(EDT)), the Offeror had received valid acceptances in respect of approximately 92.2 % of the shares and voting rights in the Company (excluding 160,910 treasury shares held by the Company) and the Offeror can thus establish that all conditions for completing the Offer have now been fulfilled.
On this basis, the Offeror has resolved to complete the Offer, and settlement of the valid acceptances will be effected on 19 May 2011.
The Offeror will as soon as possible initiate a compulsory redemption of all remaining shares in the Company under the provisions of the Danish Companies Act and on this basis apply for the Company’s shares to be delisted from NASDAQ OMX Copenhagen.
Copenhagen, 16 May 2011
DuPont Denmark Holding ApS
Any questions in connection with the settlement of the Offer may be directed to the shareholders’ own custodian banks or:
Nordea Corporate Finance Strandgade 3 P.O.Box 850, 0900 Copenhagen C Attn.: Torben Hansen Tel.: +45 33 33 35 67 E-mail: firstname.lastname@example.org or Attn.: Peter Justesen Tlf.: +45 33 33 68 30 E-mail: email@example.com
Any questions in connection with the Offer from shareholders within the EU may, on weekdays between 7:30 a.m. and 5.00 p.m., be directed to:
Lake Isle M&A Incorporated Windsor House 39 King Street London, EC2V 8DQ England Tel. (toll- free): +800 77 10 99 70 Tel. (direct line): +44 20 77 10 99 60
Any questions in connection with the Offer may also, on weekdays between 9:00 a.m. and 8:00 p.m. (EDT), be directed to:
Innisfree M&A Incorporated 501 Madison Avenue New York, NY 10022 USA Tel. (toll-free): +1 877-750-5836
or on weekdays between 9:00 a.m. and 5:00 p.m. (EDT) to:
E. I. du Pont de Nemours and Company 1007 Market Street Wilmington, Delaware 19898 USA Attn.: George J. Duko Tel.: +1 302-774-0431
No legal or natural persons are authorized to give any information or to make any representation on behalf of the Offeror or DuPont on the Offer not contained in this supplement. If given or made, such information or representation cannot be relied on as having been authorized by the Offeror or DuPont. The making of this Offer shall not under any circumstances imply in any way that there has been no change in the affairs of DuPont, the Offeror or Danisco since the date of the Offer Document, Supplement no. 1 of 18 February 2011, Supplement no. 2 of 30 March 2011, Supplement no. 3 of 29 April 2011 or this announcement or that the information in the Offer Document, Supplement no. 1 of 18 February 2011, Supplement no. 2 of 30 March 2011, Supplement no. 3 of 29 April 2011 or this announcement or in the documents referred to herein is correct as of any time subsequent to the date hereof or thereof.
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 supplement has been prepared in Danish and English. In case of inconsistencies between the two versions, the Danish text shall prevail.
This supplement 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” 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 of DuPont and Danisco.