Today, DSM-Firmenich has announced that the remaining holders of DSM ordinary shares will be provided with the opportunity to sell their shares to DSM-Firmenich through a voluntary tender offer initiated by the company. The details pertaining to this tender offer are outlined in the accompanying press release.
Statutory Buy-Out
DSM-Firmenich commenced a statutory buy-out procedure (referred to as the Buy-Out) on July 17, 2023, aimed at acquiring the outstanding ordinary shares, approximately 3.9%, in DSM, formerly known as Koninklijke DSM N.V. On the mentioned date, DSM-Firmenich already possessed 96.1% of the shares.
For the Buy-Out process, the company has petitioned the Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer) to determine – following established practice – the fair price of the shares based on the closing share price of a DSM-Firmenich ordinary share on Euronext Amsterdam on May 3, 2023. This price is calculated at €116, adjusted for the dividend of €22.58 paid on the shares on July 3, 2023, and further adjusted for any subsequent dividends or distributions yet to be disbursed. The Buy-Out process may extend into 2024.
Voluntary Tender Offer
As an expedited alternative, holders of the remaining shares who prefer not to wait for the completion of the Buy-Out process can avail themselves of the voluntary cash offer initiated by the company today (referred to as the Voluntary Tender Offer).
Under this offer, the company invites remaining shareholders to sell their shares at an offer price of €96.00 (the Offer Price). This Offer Price is derived from the proposed fair price of €116, adjusted for the previously paid dividend of €22.58 and inclusive of transaction costs for the company, along with statutory interest. Shareholders who opt for this offer will receive the Offer Price for their sold shares, free from withholding or dividend tax.
The period for shareholders to sell their shares under the Voluntary Tender Offer commences on January 8, 2024, at 9:00 CET and concludes on February 9, 2024, at 17:40 CET.
Shareholders interested in participating in the Voluntary Tender Offer are requested to submit their acceptance through their financial intermediary, custodian, bank, or stockbroker to ABN AMRO Bank N.V. (ABN AMRO). Some financial intermediaries, custodians, banks, or stockbrokers may establish an earlier deadline for their clients to ensure timely registration with ABN AMRO.
Shareholders who sell and transfer their shares for acceptance in the Voluntary Tender Offer will receive the Offer Price for their sold shares on February 13, 2024.
Shareholders who do not wish to avail themselves of the opportunity provided by the Voluntary Tender Offer are not required to take any action and will consequently remain subject to the Buy-Out process.
It’s important to note that the Voluntary Tender Offer may be restricted and/or prohibited by law in jurisdictions other than the Netherlands and Switzerland. The offer is not extended, and shares will not be accepted for purchase, from or on behalf of any shareholder in any jurisdiction where doing so would contravene securities laws or regulations or necessitate registration, approval, or filing with any regulatory authority. Outside of the Netherlands and Switzerland, no actions have been taken or will be taken to facilitate the Voluntary Tender Offer in jurisdictions where such actions are mandated. DSM-Firmenich, DSM, and ABN AMRO bear no responsibility for any violation of such restrictions, and failure to comply with them may constitute a legal offense.
Notice to US Investors
US-based holders of DSM shares should be aware that the Voluntary Tender Offer pertains to securities of a Dutch company. Documents related to the offer have been or will be prepared in accordance with European Union disclosure requirements, which differ from those in the United States. Financial information included in these documents is prepared in accordance with EU accounting principles and may not be directly comparable to US company financial statements.
Enforcing certain rights and claims arising from the Voluntary Tender Offer under US federal securities laws may pose challenges due to DSM-Firmenich and DSM being located outside the US, with most of their officers and directors residing abroad. Consequently, investors may encounter difficulties in effecting service of process within the US or recovering judgments against these entities in US courts.
The Voluntary Tender Offer will be conducted in the US in accordance with applicable US tender offer rules and securities laws or exemptive relief granted by the US Securities and Exchange Commission. Consequently, disclosure and procedural requirements, including terms, conditions, and procedures, may differ from those applicable under US domestic tender offer procedures and law.
US-resident shareholders should also consider potential tax implications of participating in the Voluntary Tender Offer under US federal income tax laws, as well as applicable state, local, foreign, and other tax laws. Consultation with legal, tax, and financial advisers is recommended before making decisions regarding the Voluntary Tender Offer.
