DSM, Firmench launch exchange offer for merger
Chemical

DSM, Firmench launch exchange offer for merger

Under the Exchange Offer, the DSM Shareholders will be entitled, subject to certain terms and conditions, to exchange each DSM Ordinary Share they hold for one newly issued DSM-Firmenich Ordinary Share

  • By ICN Bureau | November 24, 2022
DSM and Firmenich jointly announce the launch of the Exchange Offer as part of their merger of equals to create DSM-Firmenich. The two companies will hold a joint webcast today for analysts and investors to provide an update on the progress made so far as well as a trading update for Firmenich for the period July to September 2022.
 
Geraldine Matchett and Dimitri de Vreeze, Co-CEOs of DSM, commented: "We are entering the exciting next phase as we look to bring together DSM and Firmenich's complementary capabilities, likeminded and passionate people, and unite the heritages of two great and historic companies. DSM-Firmenich is set to become the leading creation and innovation partner in nutrition, beauty and well-being, capable of delivering enhanced growth and shareholder value creation through strong growth synergies, as well as an enhanced customer offering and an even greater positive impact across the world."
 
Gilbert Ghostine, CEO of Firmenich, added: "This merger is a transformational moment for the history of both businesses. DSM-Firmenich will be a global-scale partner, uniquely positioned to anticipate and better address the evolving needs of consumers by unlocking opportunities for our customers, and our people. Our two companies have an unrelenting commitment to their role in society with ESG at the core of everything we do, and I firmly believe that DSM-Firmenich will have a positive and measurable impact on people, climate and nature."
 

Key takeaways:

- The AFM has approved the Offering Circular, enabling the Company to formally launch the Exchange Offer as part of the merger of equals between DSM and Firmenich to create DSM-Firmenich.

- The Acceptance Period begins at 09.00 hours CET on 23 November 2022 and expires at 17:40 hours CET on 31 January 2023, unless extended.

- Under the Exchange Offer, the DSM Shareholders will be entitled, subject to certain terms and conditions, to exchange each DSM Ordinary Share they hold for one newly issued DSM-Firmenich Ordinary Share (the Offer Consideration).

- Following the transfer of the DSM Ordinary Shares tendered under the Exchange Offer against payment of the Offer Consideration (Settlement) and the Admission, all issued and outstanding ordinary shares in the capital of Firmenich will be contributed to the Company against payment of an amount in cash and the issuance of DSM-Firmenich Ordinary Shares (the Firmenich Contribution) (together with the Admission and the Exchange Offer referred to as the Transactions) to establish DSM-Firmenich, which will be a new, dynamic creation and innovation partner in nutrition, beauty and well-being.

- The managing board of DSM and the supervisory board of DSM (the DSM Boards) unanimously support the Transactions and recommend the Exchange Offer to the DSM Shareholders for acceptance. The board of directors of Firmenich unanimously supports and recommends the Transactions. The Firmenich shareholders have approved the Transactions.

- DSM issued a position statement setting out its position on the Exchange Offer (the Position Statement) and a convocation notice (including the agenda and explanatory notes thereto) to the DSM Shareholders (the DSM Convocation Notice) in relation to the extraordinary general meeting of the DSM Shareholders (the DSM EGM) on 23 January 2023, at which the Transactions, including the Exchange Offer, will be discussed and the DSM Shareholders will be requested to vote in favour of, amongst other things, approving the Transactions. The Position Statement and the DSM Convocation Notice are available on www.creator-innovator.com.

- Additional material on today's announcement and the Transactions can be found on the transaction website: www.creator-innovator.com.

 

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