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Process on Track for Offer to Close in the Second Quarter
WILMINGTON, Del., March 30, 2011 -- DuPont today announced that its wholly owned subsidiary DuPont Denmark Holding ApS is extending the tender offer period relating to its acquisition of Danisco A/S shares. The extension provides additional time to secure the necessary approvals from the competition authorities in the European Union (EU) and China. As required by Danish regulations, the new offer period is extended four weeks and will end on April 29, 2011, at 11 p.m. CEST (5 p.m. EDT), unless further extended as described in the offer document. All other terms and conditions of the tender offer remain unchanged. The offer is proceeding toward an early second quarter closing.
“We believe Danisco shareholders are recognizing that our offer is full, fair and firm and, moreover, it is the best offer available and provides certainty to shareholders. We continue to make good progress on the necessary regulatory approvals and we look forward to completing the tender process promptly once regulatory approvals are received,” said DuPont Chair and CEO Ellen Kullman.
Competition approval has already been obtained in the United States and competition approvals in the EU and in China continue to make progress.
As previously stated in the offer document, the offer price represents a premium of 58.7 percent compared to the average price of Danisco’s shares in the 12 months prior to the announcement of the acquisition agreement, a premium of 32.5 percent compared to the average price during the last month prior to the announcement, and a premium of 25.5 percent compared to closing price on the last trading day prior to the Jan. 9 tender offer announcement.
DuPont estimates that, as of the close of business on March 29, Danisco shareholders had tendered approximately 6 percent of the outstanding shares to DuPont Denmark Holding ApS. The estimated acceptance level to date is consistent with similar past voluntary tender offers in Denmark at this stage of the offer.
A copy of the supplement to the offer document extending the offer period is attached and available at www.dupontanddanisco.com.
On Jan. 9, DuPont entered into a definitive agreement for the acquisition of Danisco for DKK 665 cash per share and the tender offer commenced on Jan. 21. On Jan. 21, Danisco announced that its board of directors unanimously recommended that Danisco shareholders accept the offer. On Jan. 28, DuPont announced the expiration of the U.S. anti-trust waiting period in connection with the tender offer. On Feb. 9, Danisco announced that all members of the executive board and the board of directors had tendered their shares. On Feb. 18, DuPont announced that the tender offer period would be extended to April 1 to provide additional time for regulatory approvals.
All terms and conditions of the offer are described in the offer document dated Jan. 21. The offer document is available free of charge on the Danisco website at www.danisco.com with a copy of the statement of the board of directors of Danisco A/S Concerning the Voluntary Recommended Public Offer. Danisco shareholders also can visit www.dupontanddanisco.com to access all of the important offer information provided by DuPont and Danisco.
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 because they contain important information.
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Supplement no. 2 to Offer Document dated 21 January 2011 as amended by the Supplement no. 1 of 18 February 2011 concerning the voluntary recommended public offer to the shareholders of Danisco A/S - extension of the Offer Period
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 a supplement to the Offer Document ("Supplement no. 1 of 18 February 2011"). Expressions not defined in this supplement no. 2 shall have the meaning set forth in the Offer Document and Supplement no. 1 of 18 February 2011.
As the Offeror has not yet received the necessary approvals and clearances from the competition authorities in the EU and in China, the Offer Period is hereby extended by 4 weeks from 1 April 2011 so that the Offer Period now expires on 29 April 2011 at 11:00 p.m. (CEST) (29 April 2011 at 5:00 p.m. (EDT)). The previous deadline was 1 April 2011 at 11:00 p.m. (CEST) (1 April 2011 at 5:00 p.m. (EDT)).
As described in Supplement no. 1 of 18 February 2011, competition approval has already been obtained in the US and the expectation remains unchanged that competition approvals will also be obtained in the EU and in China. The official form for a standard merger notification under the EU merger regulation (a form CO) was formally filed with the European Commission on 1 March 2011 (as a short form filing on the grounds that the transaction to be notified will not raise competition concerns) and the formal 25 business day review process is scheduled to be completed on 5 April 2011. The Chinese competition authorities gave a Notice of Initiation on 8 March 2011, which marked the start of a formal review process which DuPont expects to be completed before 29 April 2011. Both the European Commission and the Chinese competition authorities do have the ability to extend the process further under certain circumstances and the dates should therefore be considered with due reservations.
If the Offer Period expires on 29 April 2011, the Offeror now expects to publish the results of the Offer on 2 May 2011.
Under US law, the Offeror must report the aggregate number of shares for which the Offeror has received acceptances at the time of an extension. This is not a requirement in Denmark and the Danish settlement system is not set up to report the acceptance level on an ongoing basis. In addition, in Denmark (unlike in the US), acceptance of a tender offer is irrevocable and binding for the shareholders (except in certain limited circumstances, as described in section 3.14 of the Offer Document) and accordingly most shareholders do not accept a public offer until all regulatory approvals have been obtained, most commonly at the end of the Offer Period. Bearing this in mind, the Offeror estimates that the acceptance level at 29 March 2011 was approximately 6 %, which is in line with similar past voluntary tender offers in Denmark at this stage of the Offer.
The other terms and conditions of the Offer as set forth in the Offer Document remain unchanged.
Shareholders of the Company, who have already submitted the acceptance form, do not need to take any further action. Shareholders of the Company, who have not submitted the acceptance form, may use the acceptance form attached to the Offer Document or contact either the shareholder's own custodian bank or Nordea Bank Danmark A/S (Tel.: +45 33 33 50 92).
This supplement shall be read in connection with the Offer Document, Supplement no. 1 of 18 February 2011 and related documents as these documents contain important information.
Copenhagen, 30 March 2011
DuPont Denmark Holding ApS
Questions
Any questions in connection with acceptance 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
Denmark
Att.: Torben Hansen
Tel.: +45 33 33 35 67
Email: torben.hansen@nordea.com
or
Att.: Peter Justesen
Tel.: +45 33 33 68 30
Email: peter.justesen@nordea.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
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
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
Att.: George J. Duko
Tel.: +1 302-774-0431
Important Notices
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 or this Supplement or that the information in the Offer Document, Supplement no. 1 of 18 February 2011 or this Supplement 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.
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