Consumables

DuPont Commences Public Tender Offer to Acquire Danisco

Monday 24. January 2011 - DuPont (NYSE: DD) today announced that DuPont Denmark Holding ApS, a wholly owned and fully controlled subsidiary of DuPont, has commenced its previously announced voluntary recommended public offer to purchase all of the outstanding shares of Danisco at a price of DKK 665 in cash per share.

“Our fully valued offer and significant premium recognize Danisco’s standing as a premier company that fits with DuPont’s strategy,” said DuPont Chair and CEO Ellen Kullman. “Our companies share a deep commitment to scientific discovery and market-driven innovation to solve some of the most difficult challenges posed by global population growth. We are pleased to formally begin our offer to Danisco’s shareholders.”
Highlights of the offer include the following:
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;
Danisco’s board of directors has unanimously determined to recommend that Danisco shareholders accept the offer and tender their shares. The Danisco board chose the DuPont offer after a structured bidding process, which was designed to maximize value for Danisco shareholders;
The Danisco board stated in its recommendation that the offer price constitutes “an attractive premium” and the offer was “…the most attractive offer received by the board in terms of offer price;”
The Danisco board also stated in its recommendation that the offer “compares favourably with Danisco’s stand alone strategy, with its associated execution and other risks;”
The offer period ends on Feb. 22, 2011, at 11 p.m. CET (Feb. 22, 2011, at 5 p.m. EST), unless extended as described in the offer document; and
The offer is conditioned upon, among other things, shareholders holding more than 90 percent of Danisco’s shares accepting the offer, and necessary approvals and clearances from the relevant competition authorities in the European Union and China to complete the offer, and the applicable waiting period under U.S. competition law having expired or been terminated.
DuPont Denmark Holding expects that the offer will be completed early in DuPont’s second quarter, with timing to be influenced by a number of factors, including receipt of antitrust/competition approvals.
All terms and conditions of the offer are described in the offer document dated Jan. 21, 2011.