KAISERAUGST, Switzerland and MAASTRICHT, Netherlands, June 14, 2024 /PRNewswire/ --
On May 14, 2024, the Enterprise Chamber of the Court of Appeal in Amsterdam, the Netherlands (the Enterprise Chamber), rendered its judgment in the statutory buy-out proceedings initiated by DSM-Firmenich AG (the Company or dsm-firmenich) to acquire any shares of DSM B.V. (DSM) not already acquired by the Company in its previously completed voluntary cash tender offers for all outstanding DSM ordinary shares (the Shares).
The Enterprise Chamber ordered all remaining DSM shareholders to transfer the unencumbered right to their Shares to the Company. It determined that €116 is the fair price per Share, subject to an increase by statutory interest calculated from May 3, 2023 until the date of transfer or consignment of the Shares, and a decrease by any distributions that become payable on the Shares in the aforementioned period. The Company was ordered to pay this fair price plus statutory interest and minus distributions in exchange for the transfer of the unencumbered right to the Shares.
Voluntary transfer
The Company calls upon the DSM shareholders to effect the voluntary transfer to the Company of the unencumbered right to the Shares between now and July 2, 2024, at 17:45 hours CEST, by instructing their bank, broker or other financial intermediary to have their Shares credited to the Company's securities account. On July 4, 2024, the Company will pay the price of €100.38 per Share (i.e. the fair price per share of €116, plus statutory interest from May 3, 2023 up to July 5, 2024 of €6.96 and minus distributions of €22.58) to those DSM shareholders that have voluntarily transferred their Shares before July 2, 2024, at 17:45 hours CEST. No brokerage or bank fees or other costs incurred by such DSM shareholders will be reimbursed by the Company.
Transfer by operation of law
On July 5, 2024, an amount of €100.38 per Share will be paid into consignment with the Dutch consignment office (a body of the Dutch Ministry of Finance) for all Shares not offered within the aforementioned voluntary transfer period. Upon such payment, the unencumbered title to such Shares will transfer to the Company by operation of law. DSM-Firmenich will request Euroclear Nederland to ensure payment of the aforementioned price per Share to the relevant former DSM shareholders in accordance with the consignment fund procedure (consignatiekasprocedure) of Euroclear Nederland.
For more information, please contact:
dsm-firmenich investor relations enquiries:
Email: investors@dsm-firmenich.com
dsm-firmenich media enquiries:
Email: media@dsm-firmenich.com
Settlement, listing and paying agent:
ABN AMRO Bank N.V.
Corporate Broking Issuer Services
Email: contact.dsm-firmenich@nl.abnamro.com
Telephone: +31 20 628 6070
About dsm-firmenich
As innovators in nutrition, health, and beauty, dsm-firmenich reinvents, manufactures, and combines vital nutrients, flavors, and fragrances for the world's growing population to thrive. With our comprehensive range of solutions, with natural and renewable ingredients and renowned science and technology capabilities, we work to create what is essential for life, desirable for consumers, and more sustainable for the planet. dsm-firmenich is a Swiss-Dutch company, listed on the Euronext Amsterdam, with operations in almost 60 countries and revenues of more than €12 billion. With a diverse, worldwide team of nearly 30,000 employees, we bring progress to life™ every day, everywhere, for billions of people. www.dsm-firmenich.com
General restrictions
The call upon the DSM shareholders to effect the voluntary transfer in jurisdictions other than the Netherlands and Switzerland may be restricted and/or prohibited by law. The call upon the DSM shareholders to effect the voluntary transfer is not being made, and the Shares will not be accepted for purchase from or on behalf of any holder of the Shares, in any jurisdiction in which the making of the call upon the DSM shareholders to effect the voluntary transfer 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. Outside of the Netherlands and Switzerland, no actions have been taken (nor will actions be taken) to make the call upon the DSM shareholders to effect the voluntary transfer in any jurisdiction where such actions would be required. Neither dsm-firmenich, nor DSM, nor ABN AMRO accepts any liability for any violation by any person of any such restriction. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction.
Notice to US investors
The call upon the DSM shareholders to effect the voluntary transfer is being made for securities of a Dutch company and holders of the Shares that are resident in the United States should be aware that this announcement and any other documents relating to the call upon the DSM shareholders to effect the voluntary transfer have been or will be prepared in accordance with the European Union disclosure requirements, format and style, all of which differ from those in the United States. All financial information that is included in this announcement or that may be included in any documents relating to the call upon the DSM shareholders to effect the voluntary transfer have been or will be prepared in accordance with the European Union's generally accepted accounting principles and International Financial Reporting Standards and may not be comparable to financial statements of US companies.
It may be difficult for holders of the Shares to enforce certain rights and claims arising in connection with the call upon the DSM shareholders to effect the voluntary transfer under US federal securities laws since dsm-firmenich and DSM are located outside the United States, and their officers and most of their directors reside outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against dsm-firmenich, DSM or their respective officers or directors on judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
The call upon the DSM shareholders to effect the voluntary transfer will be made in the United States pursuant to applicable US tender offer rules and securities laws, or pursuant to exemptive relief therefrom granted by the United States Securities and Exchange. Accordingly, the call upon the DSM shareholders to effect the voluntary transfer will be subject to disclosure and other procedural requirements, including with respect to terms, conditions and procedures that are different from those applicable under US domestic tender offer procedures and law.
Holders of the Shares that are resident in the United States also should be aware that the call upon the DSM shareholders to effect the voluntary transfer may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws and, that such consequences, if any, are not described herein. Holders of the Shares that are resident in the United States are urged to consult with legal, tax and financial advisers in connection with making a decision regarding the call upon the DSM shareholders to effect the voluntary transfer.
Forward-looking statements
This press release may contain forward-looking statements with respect to dsm-firmenich's future (financial) performance and position. Such statements are based on current expectations, estimates and projections of dsm-firmenich and information currently available to the company. dsm-firmenich cautions readers that such statements involve certain risks and uncertainties that are difficult to predict and therefore it should be understood that many factors can cause actual performance and position to differ materially from these statements. dsm-firmenich has no obligation to update the statements contained in this press release, unless required by law. The English language version of this press release prevails over other language versions.
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