DSM- Firmenich AG( the Company or dsm- firmenich) and DSMB.V.( DSM) moment advertise that the remaining holders of DSM ordinary shares will have the occasion to vend their DSM ordinary shares to dsm- firmenich through the voluntary tender offer launched by dsm- firmenich moment. The details of the tender offer are set out in this press release.
Statutory Buy- Out
dsm- firmenich started a statutory steal- eschewal procedure( the Buy- Out) on July 17, 2023 to acquire the remaining ordinary shares, about3.9, in DSM, preliminarily Koninklijke DSMN.V.( the Shares). On similar date, dsm- firmenich formerly held96.1 of the Shares.
For this Buy- Out, the Company has requested the Enterprise Chamber of the Amsterdam Court of Appeal( Ondernemingskamer) to set – in line with once practice – the fair price of the Shares at the ending share price of a dsm- firmenich ordinary share on Euronext Amsterdam on May 3, 2023. This price quantities to€ 116, minus the tip paid on the Shares of€22.58 on July 3, 2023, and with any farther tips or other distributions yet to be paid on the Shares also to be subtracted. This Buy- Out may extend well into 2024.
fresh information on the Buy- Out can be set up on the Company’s website( https//www.dsm-firmenich.com).
Voluntary Tender Offer
As a briskly indispensable, remaining holders of the Shares who don’t want to stay until the Buy- Out is perfected, can temporarily profit from the voluntary cash offer launched by the Company moment( the Voluntary Tender Offer).
The Company offers the remaining holders of the Shares the occasion to vend their Shares at an offer price of€96.00( the Offer Price). The Offer Price is grounded on the proposed fair price of€ 116 minus the paid tip of€22.58 and sale costs for the Company and increased by statutory interest. This Offer Price will be paid by the Company free from withholding or tip duty.
The period during which the remaining holder of the Shares can vend their Shares will start on January 8, 2024 at 900 CET and will end on February 9, 2024 at 1740 CET.
Remaining holders of the Shares who would like to make use of the occasion offered by the Voluntary Tender Offer are requested to submit their acceptance via their fiscal conciliator, custodian, bank or stockbroker to ABN AMRO BankN.V.( ABN AMRO). In some cases, a fiscal conciliator, custodian, bank or stockbroker can set an earlier time for their guests in order to assure on- time enrollment with ABN AMRO.
Remaining holders of the Shares who have vended and transferred their Shares for acceptance in the Voluntary Tender Offer will admit the Offer Price for their vended Shares on February 13, 2024.
Remaining holders of the Shares who don’t wish to make use of the occasion offered by the Voluntary Tender Offer don’t have to take any action and will accordingly remain subject to the Buy- Out.
adverts in relation to the Voluntary Tender Offer are issued by means of a press release and made available on the website of the Company
For further information, please communicate
dsm- firmenich investor relations [email protected]
dsm- firmenich media [email protected]
agreement, Listing and Paying Agent
ABN AMRO BankN.V.
Commercial Broking Issuer Services
Telephone 31206286070
General restrictions
The Voluntary Tender Offer in authorities other than the Netherlands and Switzerland may be confined and/ or banned by law. The Voluntary Tender Offer isn’t being made, and the Shares won’t be accepted for purchase from or on behalf of any holder of the Shares, in any governance in which the timber of the Voluntary Tender Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of similar governance or would bear any enrollment , blessing or form with any nonsupervisory authority. Outside of the Netherlands and Switzerland, no conduct have been taken( nor will conduct be taken) to make the Voluntary Tender Offer possible in any governance where similar conduct would be needed. Neither dsm- firmenich, nor DSM, nor ABN AMRO accepts any liability for any violation by any person of any similar restriction. Any failure to misbehave with any similar restrictions may constitute a violation of the law of any similar governance.
Notice to US investors
The Voluntary Tender Offer is being made for securities of a Dutch company and holders of the Shares that are resident in the United States should be apprehensive that this advertisement and any other documents relating to the Voluntary Tender Offer have been or will be prepared in agreement with the European Union exposure conditions, format and style, all of which differ from those in the United States. All fiscal information that’s included in this advertisement or that may be included in any documents relating to the Voluntary Tender Offer have been or will be prepared in agreement with the European Union’s generally accepted account principles and International Financial Reporting norms and may not be similar to fiscal statements of US companies.
Source Link:https://www.dsm-firmenich.com/
