FINAL RESULTS OF THE EXCHANGE OFFER: 96.1% OF DSM ORDINARY SHARES TENDERED

Avatar photo
Business Intelligence

9.6% of the DSM Ordinary Shares have been tendered in the Exchange Offer during the Post-Closing Acceptance PeriodTogether with the DSM Ordinary Shares already held by DSM-Firmenich AG, this represents 96.1% of the DSM Ordinary SharesSettlement of the DSM Ordinary Shares tendered during the Post-Closing Acceptance Period will occur on 3 May 2023Firmenich Contribution will occur on 8 May 2023, thereby completing the transactions contemplated by the merger of equals between DSM and FirmenichDSM-Firmenich AG will commence the Buy-Out shortly

THIS PRESS RELEASE IS NOT FOR GENERAL RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS

This is a joint press release by DSM-Firmenich AG, Koninklijke DSM N.V. (DSM) and Firmenich International SA (Firmenich) in connection with the voluntary public exchange offer for all the issued and outstanding ordinary shares in the share capital of DSM (each such share, a DSM Ordinary Share) (the Exchange Offer), pursuant to Section 4, paragraph 3, and Section 17, paragraph 4 of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) (the Decree). The Exchange Offer is not being made, and the DSM Ordinary Shares will not be accepted for purchase from or on behalf of any holder of DSM Ordinary Shares (a DSM Shareholder), in any jurisdiction in which the making of the Exchange Offer 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 not expressly contemplated by the terms of the offering circular in relation to the Exchange Offer dated 22 November 2022 (the Offering Circular).

KAISERAUGST, Switzerland, HEERLEN, the Netherlands and GENEVA, May 1, 2023 /PRNewswire/ — DSM-Firmenich AG (the Company or DSM-Firmenich), DSM, and Firmenich are pleased to announce that during the Post-Closing Acceptance Period, which expired on 28 April 2023 at 17:40 CEST, 16,578,846 DSM Ordinary Shares have been tendered for acceptance in the Exchange Offer, representing approximately 9.6% of DSM’s aggregate issued and outstanding ordinary share capital and an aggregate value of approximately EUR 1.97 billion.1 Together with the DSM Ordinary Shares already held by the Company on the date hereof, the Company will hold a total of 167,321,557 DSM Ordinary Shares, representing approximately 96.1% of DSM’s aggregate issued and outstanding ordinary share capital.

As a result, the Company will commence the Buy-Out shortly and terminate the listing and trading of DSM Ordinary Shares on Euronext Amsterdam. In consultation with Euronext Amsterdam it has been decided that the last trading date of the DSM Ordinary Shares will be 30 May 2023, and that the delisting of the DSM Ordinary Shares will be effective on 31 May 2023.

1 Based on the share price of a DSM-Firmenich Ordinary Share at close of trading on Euronext Amsterdam on 28 April 2023 of EUR 118.76.

Settlement Post-Closing Acceptance Period

DSM Shareholders who have validly tendered (or defectively tendered, provided that such defect has been waived by the Company) and transferred (geleverd) their DSM Ordinary Shares for acceptance in the Exchange Offer during the Post-Acceptance Period, will receive the Offer Consideration in respect of each tendered DSM Ordinary Share on 3 May 2023 (the Post-Closing Acceptance Settlement Date). We cannot guarantee that DSM Shareholders will actually receive the Offer Consideration on the Post-Closing Acceptance Settlement Date from the Admitted Institution with whom they hold their DSM Ordinary Shares.

The Company accepts all DSM Ordinary Shares that have been validly tendered (or defectively tendered, provided that such defect has been waived by the Company) pursuant to the terms of the Exchange Offer. Settlement of the Exchange Offer will be administered and effected by the Company or by the Listing, Paying and Settlement Agent (ABN AMRO Bank N.V.), on behalf of the Company.

If a beneficiary to DSM Ordinary Shares located in the United States has tendered its shares into the Exchange Offer but has been unable to make the QIB Confirmations on behalf of itself or the person on whose behalf such DSM Ordinary Shares are held, any DSM-Firmenich Ordinary Shares to be allotted to such beneficiary will instead be transferred to a nominee, and such DSM-Firmenich Ordinary Shares will be sold on his, her or its behalf with the proceeds being remitted to its intermediary within five days of the Post-Closing Acceptance Settlement Date.

Buy-Out

Since the Company will hold more than 95% of DSM’s aggregate issued and outstanding ordinary share capital as of the Post-Closing Acceptance Settlement Date, the Company will as soon as possible commence the statutory buy-out procedure in accordance with Article 2:359c DCC or a buy-out procedure in accordance with Article 2:92a DCC to acquire the DSM Ordinary Shares that have not been tendered in the Exchange Offer (the Buy-Out).

Any remaining DSM Shareholders (other than the Company) will receive a cash consideration for the DSM Ordinary Shares to be transferred under the Buy-Out to the Company. The Company will request the Enterprise Chamber of the Amsterdam Court of Appeals (Ondernemingskamer) to, in line with past practice, set the fair price (billijke prijs) of each DSM Ordinary Share transferred to the Company pursuant to the Buy-Out at the closing share price of a DSM-Firmenich Ordinary Share on Euronext Amsterdam on Wednesday 3 May 2023, with any dividends or other distributions yet to be paid on the DSM Ordinary Shares being deducted.

Additional information is included in section 14.19 (Statutory buy-out) of the Offering Circular.

Delisting

In addition, DSM will procure the termination of the listing and trading of DSM Ordinary Shares on Euronext Amsterdam as soon as practicable. In consultation with Euronext Amsterdam, it has been decided that the last trading date of the DSM Ordinary Shares will be 30 May 2023, and that the delisting of the DSM Ordinary Shares will be effective on 31 May 2023. After delisting, DSM will be converted from a Dutch public limited liability company (naamloze vennootschap) into a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid).

Announcements

Announcements in relation to the Exchange Offer are issued by means of a press release. Any joint press release issued by the Company, DSM and Firmenich is made available on the website of the Company (www.dsm-firmenich.com).

Subject to any applicable requirements of the applicable laws and without limiting the manner in which the Company, DSM and Firmenich may choose to make any public announcement, the Company, DSM and Firmenich will have no obligation to communicate any public announcement other than as described in the Offering Circular.

Further information

Capitalised terms used but not defined herein are defined in the Offering Circular. This announcement contains selected, condensed information regarding the Exchange Offer and does not replace the Offering Circular. The information in this announcement is not complete and additional information is contained in the Offering Circular. A digital copy of the Offering Circular is available on the website of the Company (https://www.dsm-firmenich.com/corporate/investors/merger-information/merger-documents/).

General restrictions

The Exchange Offer is being made in and from the Netherlands with due observance of such statements, conditions and restrictions as are included in the Offering Circular. The Company reserves the right to accept any tender under the Exchange Offer, which is made by or on behalf of a DSM Shareholder, even if it has not been made in the manner set out in the Offering Circular.

The distribution of the Offering Circular and/or the making of the Exchange Offer in jurisdictions other than the Netherlands may be restricted and/or prohibited by law. In particular, subject to certain exceptions, the Offering Circular is not for general circulation in the United States. The Exchange Offer is not being made, and the DSM Ordinary Shares will not be accepted for purchase from or on behalf of any DSM Shareholder, in any jurisdiction in which the making of the Exchange Offer 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 not expressly contemplated by the terms of the Offering Circular. Persons obtaining the Offering Circular are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents (to the extent applicable). Outside of the Netherlands, no actions have been taken (nor will actions be taken) to make the Exchange Offer possible in any jurisdiction where such actions would be required. In addition, the Offering Circular has not been filed with nor recognised by the authorities of any jurisdiction other than the Netherlands. Neither the Company, nor DSM, nor Firmenich, nor any of their advisers accept any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward the Offering Circular or any related document to any jurisdiction outside the Netherlands should carefully read section 16 (Restrictions) and section 17 (Important Information) of the Offering Circular before taking any action. The release, publication or distribution of the Offering Circular and any documentation regarding the Exchange Offer, the making of the Exchange Offer or the issuance and offering of the DSM-Firmenich Ordinary Shares in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession the Offering Circular comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction.

United States of America

Unless otherwise determined by the Company, the Exchange Offer is not being, and will not be, made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of, interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States except to DSM Shareholders who (i) are “qualified institutional buyers” as such term is defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act, and each such person, a QIB) and (ii), to the Company’s satisfaction (in its sole discretion), have duly completed and returned to the Company a letter confirming that it is a QIB and agreeing to certain transfer restrictions applicable to the DSM-Firmenich Ordinary Shares (a U.S. Investor Letter) available from the Company (each an Eligible U.S. Holder). Accordingly, to be eligible to receive DSM-Firmenich Ordinary Shares under the Exchange Offer, each DSM Shareholder that is a U.S. Person and that is a QIB must make their acceptance known through their custodian, bank or stockbroker by executing and delivering a U.S. Investor letter to such custodian or intermediary no later than 17:40 hours CEST on the Acceptance Closing Date. The custodian, bank or stockbroker may set an earlier deadline for communication by DSM Shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to the Settlement Agent (ABN AMRO) in a timely manner. Accordingly, Eligible U.S. Holders holding DSM Ordinary Shares through a financial intermediary should comply with the dates communicated by such financial intermediary, as such dates may differ from the dates and times noted in the Offering Circular.

The form of a U.S. Investor Letter will be distributed to custodians, nominees and other financial intermediaries to distribute to those they hold for in due course and is also available to QIBs from the Company. Any U.S. Person who is not a QIB, or in respect of whom no U.S. Investor Letter is received before 17:40 hours CEST on the Acceptance Closing Date, will be a Restricted Shareholder and will be treated as set out under section 14.35 (Notice to DSM Shareholders in certain jurisdictions) of the Offering Circular.

The DSM-Firmenich Ordinary Shares have not been and will not be registered under the U.S. Securities Act or any other applicable law of the United States and accordingly, the DSM-Firmenich Ordinary Shares may not be reoffered, resold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

Any DSM Shareholder located in the United States at the time of the Transactions will be required to make certain representations, warranties and undertakings in respect of their status as QIB (the QIB Confirmations), in order to receive the DSM-Firmenich Ordinary Shares on the Post-Closing Acceptance Settlement Date.

If a beneficiary to DSM Ordinary Shares located in the United States is unable to make the QIB Confirmations on behalf of itself or the person on whose behalf such DSM Ordinary Shares are held, any DSM-Firmenich Ordinary Shares allotted to such person will instead be transferred to a sales agent, and such DSM-Firmenich Ordinary Shares will be sold on his, her or its behalf with the proceeds being remitted to such person within five days of the Settlement Date, for DSM-Firmenich Ordinary Shares allotted in exchange for DSM Ordinary Shares tendered during the Acceptance Period, or within five days of the Post-Closing Acceptance Settlement Date, for DSM-Firmenich Ordinary Shares allotted in exchange for DSM Ordinary Shares tendered during any Post-Closing Acceptance Period.

Additional information is included in section 16.1 (United States of America) of the Offering Circular.

Forward looking statements

Certain statements in this press release other than statements of historical facts are forward-looking statements. These forward-looking statements are based on the Company’s current beliefs and projections and on information currently available to the Company. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control and all of which are based on its current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as “believe”, “expect”, “may”, “will”, “seek”, “would”, “could”, “should”, “intend”, “estimate”, “plan”, “assume”, “predict”, “anticipate”, “annualised”, “goal”, “target”, “potential”, “continue”, “hope”, “objective”, “position”, “project”, “risk” or “aim” or the highlights or negatives thereof or other variations thereof or comparable terminology, or by discussions of DSM-Firmenich’s strategy, short-term and mid-term objectives and future plans that involve risks and uncertainties.

Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made. Except as required by applicable law, the Company does not undertake and it expressly disclaims any duty to update or revise publicly any forward-looking statement in this press release, whether as a result of new information, future events or otherwise. Such forward-looking statements are based on current beliefs, assumptions, expectations, estimates and projections of the Directors in office at the time of this press release and the Company’s management, public statements made by it, present and future business strategies and the environment in which DSM-Firmenich will operate in the future. By their nature, they are subject to known and unknown risks and uncertainties, which could cause DSM-Firmenich’s actual results and future events to differ materially from those implied or expressed by forward-looking statements. The DSM Shareholders and other prospective investors are advised to read section 2 (Risk Factors) of the Offering Circular for a more complete discussion of the factors that could affect the DSM-Firmenich’s future performance and the industry in which DSM-Firmenich operates. Should one or more of these risks or uncertainties materialise, or should any of the assumptions underlying the above or other factors prove to be incorrect, DSM-Firmenich’s actual results of operations or future financial condition could differ materially from those described herein as currently anticipated, believed, estimated or expected. In light of the risks, uncertainties and assumptions underlying the above factors, the forward-looking events described in the Offering Circular may not occur or be realised. Additional risks not known to the Company or that the Company does not currently consider material could also cause the forward-looking events discussed in the Offering Circular not to occur.

Transaction website

Please visit www.dsm-firmenich.com for additional materials on the Transactions.

SOURCE Firmenich

相關文章

岑浩輝月內向北京提呈主要官員人選名單

候任行政長官岑浩輝表示,現階段重點考慮新一屆領導班子,計劃本月內向中央提呈人選名單。

國務院任命岑浩輝為澳門第六任行政長官

國務院總理李強主持國務院第六次全體會議,決定任命岑浩輝為澳門特區第六任行政長官。岑浩輝於10月13日成功當選,並將於今年12月20日就職,開啟其五年任期。

香港搵律師網推出AI法律判斷工具,助用戶了解是否犯法,並展望未來進一步提升

香港 – Media OutReach Newswire – 2024年10月24日 – 香港搵律師網正式推出全新AI法律判斷工具,旨在為市民提供一個便捷的途徑來了解自己的行為是否觸犯法律。這款工具不僅可以解答具體的法律問題,還能根據香港現行法例,判斷出用戶的情況是否構成犯罪行為。服務宗旨在於透過技術輔助市民解決法律疑惑,節省他們尋找律師的初步時間和成本。 這款AI法律判斷工具背後由全球領先的語言模型GPT-4提供支持,並且特別針對香港的法例進行了學習和訓練。用戶只需輸入自己的具體情況,AI便會根據當前的法規進行分析,判斷是否觸犯法律及違反哪一條條例。與簡單的「是」或「否」回答不同,AI有時候也會根據不同情況作出靈活判斷,為用戶列出可能的解決辦法和法律風險,提供更具彈性的答案。 例如,用戶可以輸入以下問題,來獲得該工具的分析: 例子1 我在不知情的情況下幫助一個詐騙集團工作,整個過程我都以為自己是進行正常工作,內容是設計遊戲人物,亦沒有跟其他同事多作溝通,直到警察上門拉人,我才知道這間公司原來一直進行詐騙。我有犯法嗎? AI回答(中文): 視情況而定 對於您提到的情況,是否構成犯罪將取決於多個因素,包括您的意圖、行為的性質以及您在工作過程中是否有盡合理的注意義務。 法律分析 根據《盜竊罪條例》及《刑事罪條例》,犯罪行為一般需要有故意或明知違法的意圖。如果您在工作過程中確實不知該公司從事欺詐活動,那麼您可能無法被認定為有罪。具體分析如下: 意圖:在刑法中,犯罪行為通常需要有意圖或故意。在您的情況下,若您可以證明自己對該公司的真正業務完全不知情,這可以作為辯護點。 合理的注意義務:法院通常會考慮一個人是否在知情上盡了合理的注意義務。如果您能證明自己在工作中一貫地遵循了適當的行業標準和常識,這可能有助於獲得減輕處罰。 合作態度:如果您在警方調查中主動配合,並提供了有關該公司的所有信息,這也可能會被認為是一種減輕情節。 引用法律條文 根據《刑事罪條例》第10條,犯罪必須具備有意識的故意行為,才能被認定為犯罪。 進一步分析 以下是幾個可能的場景,及其法律後果: 場景一:如果您能證明自己完全不知情並且沒有意圖參與欺詐,則不太可能被控以任何犯罪。 場景二:如果警方認為您在流程中有失職(例如,明知不應合作卻仍然接受工作),則可能會考慮起訴的可能性。 場景三:如果您意識到某些可疑行為卻選擇無視,那麼法律上可能會對您產生某些責任。 綜合以上分析,是否構成犯罪主要取決於您在該過程中的知情程度和意圖。 免責聲明:以上信息僅供參考,不構成法律建議。我建議您通過我們的網站尋求專業律師協助以獲得具體建議:https://hkfindlawyer.com/contact-us/. 例子2 我在地鐵摸了一位女性的腳趾,算犯法嗎? AI回答: 否,這本身並不構成犯罪。然而,行為的背景和情境對於判斷是否會產生法律後果至關重要。 詳細解釋 如果這個行為是無意的且沒有不當意圖,通常不會構成犯罪行為。然而,了解法律背景是至關重要的: 如果行為是無意的,並且發生在擁擠的通勤中,這可能會被視為一次不幸的意外。 如果行為是故意的,並且被對方認為是不受歡迎的,則可能根據相關法律被視為襲擊或騷擾行為。 根據《性罪行條例》(第200章),任何性質不當且未經同意的身體接觸,都可能引發刑事指控。第2條明確規定:「任何人如未經同意進行性質不當的行為,均屬犯罪行為。」 假設場景分析 場景一:您在試圖保持平衡時不小心擦到了她的腳趾。在這種情況下,可能不會有法律後果。 場景二:您故意摸了她的腳趾,並且她表達了不適。這可能會被視為騷擾,並可能導致對您的投訴。 場景三:如果對方認為這是持續不受歡迎行為的一部分,儘管最初的行為似乎微不足道,這可能會升級為騷擾指控。 總結來說,在中性情境下,觸碰他人的腳趾可能不會違法,但對方的感受和您行為的意圖是關鍵因素。建議避免任何不受歡迎的肢體接觸,以免引起誤會。 免責聲明:本回覆僅供資訊參考,不構成法律建議。建議您就具體法律問題諮詢合資格律師。如需專業協助,請訪問我們的網站。 例子3 我借了戶口給人,獲取了報酬。後來警察說該人用我的戶口洗黑錢,我算犯法嗎? AI回答(中文): 視情況而定 根據香港法律,使用他人銀行帳戶進行金錢交易,尤其是在涉及非法活動如洗錢的情況下,可能會引發法律責任。但具體的法律後果取決於多種因素,包括您的知情程度和參與允許交易的性質。 根據《有組織及嚴重罪行條例》第25條,任何人如參與、協助或促使其帳戶用於洗錢活動,均可能面臨刑事責任。 法律根據 洗錢定義:根據《有組織及嚴重罪行條例》,洗錢指的是用於掩飾起源或性質的犯罪所得。 知情與無知:如果您無法證明您對帳戶的非法使用毫不知情,您可能會被認為有責任。 協助或從中獲利:如果您因使帳戶被用於洗錢而獲得回報,這會加重您的責任。 …

中國打出組合拳,推動房地産市場止跌回穩

中國打出組合拳,推動房地産市場止跌回穩

澳門國慶旅遊“文體盛事新菜單”引客創新高

新華社澳門10月9日電 題:澳門國慶旅遊“文體盛事新菜單”引客創新高

國慶新型消費展現中國經濟活力

新華社瀋陽10月8日電(記者丁非白、崔師豪、洪可潤)小提琴、嗩呐、電吉他、架子鼓……在瀋陽方城文化旅遊區,一曲中西樂器現場合奏的《雲宮迅音》不僅吸引大量遊客駐足欣賞,還登上了抖音本地熱榜。