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This announcement is not directed at shareholders whose participation in the Offer (as defined below) would require the issuance of an offer document, registration or other activities other than what is required under Danish law. No action has been (or will be) taken other than in Denmark to permit a public offer in any jurisdiction where action would be required for that purpose. The Offer and this announcement are not made, directly or indirectly, to shareholders resident in any jurisdiction in which the submission of the Offer and/or this announcement or acceptance thereof would contravene the law of such jurisdiction, and any document pertaining to the Offer and this announcement may not be distributed to shareholders resident in any such jurisdiction. Accordingly neither this announcement nor any other material regarding the Offer may be distributed in any jurisdiction outside Denmark if such distribution would require any registration, qualification or other requirement in respect of any offer to acquire or sell securities or distribute documents or advertisements in respect thereof. Any person acquiring possession of any documents pertaining to the Offer and/or this announcement is expected and assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.
The Offer is not being made directly or indirectly in or into Canada, Australia or Japan, and the Offer does not apply and cannot be accepted from within Canada, Australia or Japan.
This announcement is not an offer to buy or sell shares or other securities in Danisco A/S or an recommendation on whether or not to accept the Offer or otherwise buy or sell shares or other securities in Danisco A/S. The Offer will be made in the form of an offer document prepared by the Offeror, including an acceptance form. The offer document will be published upon approval from the Danish Financial Supervisory Authority. The offer document will describe the terms and conditions of the Offer, including the procedure for acceptance thereof. Any decision as to whether or not to accept the Offer should be made only upon careful review of the offer document and the statement thereon to be made by the Board of Directors of Danisco A/S in accordance with section 14 of Executive Order No. 221 of 10 March 2010 on Take Over Bids, as and when those documents are published.
Company announcement E. I. du Pont de Nemours and Company (“DuPont” or the "Offeror") and Danisco A/S ("Danisco") have today entered into an agreement by which DuPont has undertaken to submit a recommended voluntary public offer (the "Offer") to the shareholders of Danisco pursuant to which the Offeror will offer, on certain conditions, to purchase all shares of a nominal value of DKK 20 each in Danisco at a cash price of DKK 665 per share. The Offeror will make the Offer and publish the offer document as soon as possible following the final approval of the offer document by the Danish Financial Supervisory Authority. The Board of Directors of Danisco has unanimously resolved that it intends to recommend the shareholders to accept the Offer when made. Danisco will make a more detailed announcement shortly.
Jørgen Tandrup
Chairman of the Board of Directors
Investor Relations, tel.: +4532 66 29 12, investor@danisco.com
For international media enquiries, please contact: Finsbury, Andrew Dowler or Sally Hogan, tel.: +44 (0)20 7251 3801
This announcement has been prepared in Danish and has been translated into English. In case of inconsistencies between the two versions, the Danish language version shall prevail.
This announcement may contain statements relating to future matters or occurrences, including statements on future results, growth or other forecasts on developments and benefits in connection with the Offer. Such statements may generally, but not always, be identified by the use of words such as “anticipates”, “assumes”, “expects”, “plans”, “will”, “intends”, “projects”, “estimates”, "ambition" or similar expressions. Forward-looking statements, by their nature, involve risks and uncertainty as they relate to events and depend on circumstances occurring in the future. There can be no assurance that actual results will not differ, possibly materially, from those expressed or implied by such forward-looking statements due to many factors, many of which are outside of the control of DuPont or Danisco, including the effect of changes in general economic conditions, the level of interest rates, fluctuation in the demand for DuPont or Danisco products, competition, technological developments, employee relations, regulation, foreign currency exchange rates and the potential need for increased capital expenditures (including those resulting from increased demand, new business opportunities and development of new technologies) and failure to achieve the expected benefits of the proposed combination of DuPont and Danisco. |
