On May 14, 2024, the Enterprise Chamber of the Court of Appeal in Amsterdam, the Netherlands (the Enterprise Chamber) issued its ruling following statutory buy-out proceedings initiated by DSM-Firmenich AG (referred to as the Company or DSM-Firmenich) to acquire all outstanding shares of DSM B.V. (DSM) that were not acquired in previous voluntary cash tender offers.
The Enterprise Chamber has mandated that all remaining shareholders of DSM transfer their unrestricted rights to their shares to DSM-Firmenich AG. The determined fair price is €116 per share, subject to adjustments for statutory interest calculated from May 3, 2023, until the date of transfer or consignment, and deductions for any distributions payable during that period. DSM-Firmenich AG is obligated to pay this fair price plus statutory interest, adjusted for distributions, in exchange for the transfer of the shares’ unrestricted rights.
Voluntary Transfer
DSM-Firmenich AG invites DSM shareholders to voluntarily transfer the unrestricted rights to their shares to the Company by July 2, 2024, at 17:45 CEST. Shareholders can facilitate this transfer by instructing their bank, broker, or financial intermediary to credit their shares to DSM-Firmenich AG’s securities account. By July 4, 2024, the Company will pay €100.38 per share (comprising the fair price of €116 per share, plus statutory interest of €6.96 from May 3, 2023, to July 5, 2024, and minus distributions of €22.58) to shareholders who have completed the voluntary transfer before the deadline. The Company will not reimburse any brokerage, bank fees, or other costs incurred by shareholders in this process.
Transfer by Operation of Law
For shares not transferred voluntarily by July 2, 2024, at 17:45 CEST, DSM-Firmenich AG will deposit €100.38 per share into consignment with the Dutch consignment office on July 5, 2024. Upon such deposit, the unrestricted title to these shares will automatically transfer to DSM-Firmenich AG by operation of law. DSM-Firmenich AG will instruct Euroclear Nederland to ensure that the former DSM shareholders receive payment in accordance with the consignment fund procedure of Euroclear Nederland.”
