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DuPont Extends Danisco Tender Offer Period to Accommodate Ongoing Regulatory Reviews

Friday 18. February 2011 - Regulatory Approval Process Remains on Track for Early Second Quarter Closing

DuPont (NYSE: DD) 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 to provide additional time to obtain regulatory approvals and clearances from the competition authorities in the European Union and China. The extended offer period ends on April 1, 2011, at 11 p.m. CET (5 p.m. EST), unless further extended as described in the offer document. All other terms and conditions of the offer remain unchanged.
“We are pleased with our progress at this stage in the tender offer period. We continue to move forward with regulatory approvals and remain confident that Danisco shareholders will continue to tender their shares as this process progresses,” said DuPont Chair and CEO Ellen Kullman.
“DuPont’s offer of DKK 665 is full, fair and firm and it is a result of a competitive and thorough auction process conducted by Danisco’s board of directors. This offer provides Danisco shareholders with the certainty of cash at a significant premium above Danisco’s all-time high trading price before the offer was announced, and Danisco’s board believes it provides superior value to Danisco’s standalone strategy,” Kullman said.
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, 32.5 percent compared to the average price during the last month prior to the announcement, and 25.5 percent compared to closing price on the last trading day prior to the announcement.
“With clearance by the U.S. authorities completed and other regulatory approvals moving forward, we continue to expect the offer to be completed early in the second quarter,” Kullman said.
DuPont estimates that, as of the close of business on Feb. 17, Danisco shareholders already tendered approximately 5 percent of the outstanding shares to DuPont Denmark Holding ApS. The estimated acceptance level to date is in line with similar past voluntary tender offers in Denmark at this stage of the offer.
If all competition approvals have not been obtained by April 1, 2011, DuPont Denmark Holding expects to extend the offer period such that it will expire on April 29, 2011, at 11 p.m. CET (5 p.m. EST).
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 in 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.
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 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.