Company announcement no. 13/2011 2 May 2011
Supplement to the statement of the board of directors of Danisco concerning the voluntary recommended public offer submitted by a subsidiary of E. I. du Pont de Nemours and Company to the shareholders of Danisco A/S due to an increase in the offer price to DKK 700 per share and a decrease in the minimum acceptance condition to 80 per cent
On 21 January 2011, DuPont Denmark Holding ApS, Central Business Register (CVR) no. 33 38 21 54, c/o Plesner, Amerika Plads 37, 2100 Copenhagen Ø (the "Offeror"), which is a wholly-owned and fully controlled subsidiary of E. I. du Pont de Nemours and Company ("DuPont"), published an offer document (the "Offer Document") concerning a voluntary public offer to the shareholders of Danisco A/S ("Danisco") pursuant to which the Offeror offered to purchase all shares in Danisco at a price of DKK 665 in cash per share of a nominal value of DKK 20 each (the "Offer"). Reference is made to company announcement no. 5/2011.
On 29 April 2011, the Offeror announced a supplement to the Offer Document whereby the Offeror lowered the minimum acceptance condition (as set out in clause 3.6 of the Offer Document) from 90 per cent of the shares (excluding Danisco's treasury shares, if any) and voting rights in Danisco to 80 per cent and the Offeror increased the offer price from DKK 665 per share to DKK 700 per share of a nominal value of DKK 20 each. Reference is made to company announcement no. 12/2011.
The board of directors of Danisco today announces a supplement to the statement of the board dated 21 January 2011 (see company announcement no. 6/2011) in which the amendments to the Offer are analyzed. The supplement is attached as an appendix to this company announcement and forms an integrated part hereof.
With reference to the supplement, the board confirms that it believes that the increased offer price represents compelling value for the shareholders of Danisco and reiterates its unanimous recommendation to shareholders to accept the Offer before 13 May 2011, when the offer period expires.
The board notes that as a consequence of the Danish Financial Supervisory Authority's interpretation of the Take Over Order, as set forth in the press release issued by the Danish Financial Supervisory Authority on 18 March 2011, the Offeror can only make one single improvement to the Offer. Therefore, the Offeror is barred from making any further improvements to the Offer.
Yours sincerely
Jørgen Tandrup
Chairman of the Board of Directors
For further information, please contact:
Investor Relations, tel. +45 32 66 29 12, investor@danisco.com.
Bottomline, Anders Lehmann, tlf. 51 39 01 65, AL@bottomline.dk
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 in 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.
