The proposed combination of Novozymes and Chr. Hansen has now been approved by each company’s respective shareholders, and with strong support from the shareholders the two biosolutions companies are now one step closer to uniting. The new company is expected to unleash the full potential of biological solutions and generate significant value for all stakeholders and society at large.
COPENHAGEN, Denmark – March 30, 2023. Today, Novozymes and Chr. Hansen held their respective extraordinary general meetings, and the shareholders of both companies approved the proposed combination. Following completion of the combination, the new company will be science-based, with powerful capabilities and commercial excellence to develop biological solutions that will enable healthier lives, transform food systems, and accelerate towards a climate neutral society. The approval from the shareholders of both Novozymes and Chr. Hansen marks an important milestone towards uniting the two companies.
Ester Baiget, President and CEO of Novozymes, said:
“We are extremely appreciative of the strong support the shareholders of both Novozymes and Chr. Hansen have shown us today. The combination will give us significant opportunities to accelerate growth by providing the solutions of today and delivering the answers of tomorrow. This unique value proposition will enable the new company to retain our highly talented people and attract additional talent to support our continued growth. The world needs biosolutions and with the support of the shareholders, we are now one important step closer to creating a leading global biosolutions partner.”
Cees de Jong, Chair of Novozymes, added:
“The approval from the shareholders of both Novozymes and Chr. Hansen marks an important milestone on our journey towards becoming a combined group and our shareholders have confirmed their support for our strong belief that the two companies will be even better together and generate significant value for all stakeholders. The combination will represent a major leap forward for the global biotechnology industry, customers, and societies that urgently need biosolutions. Together with Chr. Hansen, we will serve as a growth partner to our customers; a value creator to our shareholders; a home to the industry’s top talent; and a company that has a significant, positive impact on society and the planet.”
Mauricio Graber, CEO of Chr. Hansen, said:
“The strong support shown by shareholders today underpins the clear strategic rationale for combining our two companies. With this proposed combination, we will join forces to create a global bioscience partner based on our complementary technology platforms, a customer-centric approach, and highly dedicated employees across both companies. Building on our shared values, the proposed combination of these two iconic Danish companies represents a natural next step towards addressing the needs of tomorrow.”
Dominique Reiniche, Chair of Chr. Hansen, added:
“On behalf of my Board colleagues and the Chr. Hansen management team who have worked hard towards this day over the last few months, I’m proud to witness this historical moment. With Chr. Hansen as a leader in microbials, and Novozymes as a leader in enzymes, we will create a world-class fermentation company. Uniting our two companies is expected to accelerate our already best-in-class performance both in terms of financial and sustainability performance. The combined company will provide the biological solutions necessary to address global megatrends and meet customer demands to produce more, sustainably, and efficiently.”
Unleashing the full potential of biosolutions
Novozymes estimates that the current addressable market for biosolutions is around EUR 15 billion1, and according to the World Economic Forum, the economic impact of biotechnology is expected to grow three times by 2040 driven by growing needs and demands from increasing populations around the world2.
Nations, industries, companies, and consumers are in search for technologies and solutions that allow a better utilization of the world’s resources and support healthy populations. This includes enabling carbon neutrality, building more sustainable agricultural systems, and offering healthier and efficient food and nutrition solutions.
The combination of Novozymes and Chr. Hansen is based on a strong rationale to create a leading global partner with a broad biological toolbox and a diversified portfolio across markets that can help address key global needs in an even stronger way.
Novozymes is a world leader in enzymes, proteins, and bioengineering. Its strong innovation capabilities, R&D pipeline, and ability to scale has allowed the company to develop a specialized portfolio of highly impactful bio-based solutions.
Chr. Hansen is a world leader in microbials that enables more sustainable food systems and contributes positively to global health. With a culture collection of around 40,000 strains, Chr. Hansen produces value-added solutions for customers in dairy, food, and beverage, as well as human, animal, and plant health.
The combined technology toolbox of Novozymes and Chr. Hansen will enable a broad and diversified expansion of the portfolio toward specialized, high-value biosolutions.
Together, Novozymes and Chr. Hansen will comprise a global talent pool of 10,000 diverse and passionate employees around the world, with the expertise to innovate and create value for its customers.
Both Novozymes and Chr. Hansen are companies driven by a powerful purpose to create a better world through biotechnology and the combined group is expected to generate significant value for all stakeholders and society at large while increasing its positive impact on the world.
The completion of the combination remains subject to the satisfaction of a number of conditions, including customary merger control and other regulatory approvals. The closing is expected to be completed in the fourth quarter of 2023 or the first quarter of 2024.
For additional information on the proposed combination, please visit www.power-with-biology.com or www.chr-hansen.com/en/investors/proposed-merger.
The combined group at a glance
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ABOUT CHR. HANSEN
Chr. Hansen is a global, differentiated bioscience company that develops natural ingredient solutions for the food, nutritional, pharmaceutical, and agricultural industries. At Chr. Hansen, we are well positioned to drive positive change through microbial solutions. We have worked for over 145 years to enable sustainable agriculture, better food and healthier living for more people around the world. Our microbial and fermentation technology platforms, including our broad and relevant collection of around 40,000 microbial strains, have game-changing potential. Matching customer needs and global trends, we continue to unlock the power of good bacteria to respond to global challenges such as food waste, global health and the overuse of antibiotics and pesticides. As the world's most sustainable food ingredients company, we touch the lives of more than 1 billion people every day. Driven by our legacy of innovation and curiosity to pioneer science, our purpose – To grow a better world. Naturally. – is at the heart of everything we do.
ABOUT NOVOZYMES
Novozymes is the world leader in biological solutions. Together with customers, partners, and the global community, we improve industrial performance while preserving the planet's resources and helping build better lives. As the world's largest provider of enzyme and microbial technologies, our bioinnovation enables higher agricultural yields, low-temperature washing, energy-efficient production, renewable fuel, and many other benefits that we rely on today and in the future. We call it Rethink Tomorrow.
| Media Relations |
| Lina Danstrup Head of External Communications Phone: +45 30 77 05 52 lind@novozymes.com |
| Investor Relations |
| Tobias Cornelius Björklund Head of Investor Relations Phone: +45 30 77 86 82 tobb@novozymes.com |
| Disclaimers This announcement is not for release, publication or distribution, directly or indirectly (in whole or in part) in or into the United States or any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction or where such action would require additional prospectuses, filings or other measures in addition to those required under Danish law. ELIGIBLE INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ THE EXEMPTION DOCUMENT RELATING TO THE PROPOSED COMBINATION IN ITS ENTIRETY, AS WELL AS ANY OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE PUBLISHED BY EACH OF NOVOZYMES AND CHR. HANSEN IN CONNECTION WITH THE COMBINATION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NOVOZYMES, CHR. HANSEN, THE PROPOSED COMBINATION AND RELATED MATTERS. This announcement is for informational purposes only and does not constitute a notice to an extraordinary general meeting resolving on the Combination, an exemption document or a merger prospectus and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or any other financial instruments in Novozymes or Chr. Hansen or an inducement to enter into investment activity. Any decision with respect to the proposed Combination of Chr. Hansen into Novozymes should be made solely on the basis of information to be contained in the actual notices to the extraordinary general meetings of Novozymes and Chr. Hansen, as applicable, and the exemption document or merger prospectus or other documents regarding the proposed Combination, as applicable, related to the Combination as well as on an independent analysis of the information contained therein. 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This announcement is not a recommendation to engage in investment activities and is provided "as is", without representation or warranty of any kind. While all reasonable care has been taken to ensure the accuracy of the content, Novozymes and Chr. Hansen do not guarantee its accuracy or completeness and Novozymes and Chr. Hansen will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided. No information set out or referred to in this announcement may be regarded as creating any right or obligation and Novozymes and Chr. Hansen expressly disclaim liability for any errors or omissions. The price and value of securities and any income from them can go down as well as up and investors could lose their entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. This announcement is not intended to be, and shall not constitute in any way, a binding or legal agreement, or impose any legal obligation on the Novozymes Group or the Chr. Hansen Group. All proprietary rights and interest in or connected with this announcement shall vest in the Novozymes Group or the Chr. Hansen Group, as the case may be. No part of it may be redistributed or reproduced without the prior written permission of the Novozymes Group and the Chr. Hansen Group. This announcement speaks only as of this date. Additional information for US holders NEITHER THE US SECURITIES AND EXCHANGE COMMISSION NOR ANY US STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE EXEMPTION DOCUMENT OR ANY OTHER DOCUMENTS REGARDING THE COMBINATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE UNDER US LAW. This announcement relates to the proposed Combination of two Danish public companies. This announcement, the exemption document and other documents relating to the proposed Combination would be prepared in accordance with European and Danish law and European and Danish disclosure requirements, format and style, all of which differ from those in the United States. The proposed Combination referred to herein and the information to be distributed in connection therewith, including the proposed Combination and related shareholder vote and any related corporate transactions, are subject to disclosure, timing and procedural requirements and practices applicable in Europe and Denmark, which differ from the disclosure requirements of the United States. The securities referred to herein and to be issued pursuant to the proposed Combination have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under any laws or with any securities regulatory authority of any state, district or other jurisdiction of the United States, and unless so registered may not be offered, pledged, sold, delivered or otherwise transferred (directly or indirectly), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state and other securities laws. There will not be any public offer of any securities in the United States. The information contained herein does not constitute an offer to sell or solicitation of an offer to buy any securities in the United States. Further details of which US holders are eligible to receive the securities referred to herein, and the procedural steps required to be taken by such persons to so receive such securities, as well as the procedures for those US holders who do not so qualify to receive such securities (if any), are set forth in the exemption document. Neither the U.S. Securities and Exchange Commission (SEC) nor any US state securities commission or regulatory authority has approved or disapproved of the securities referred to herein to be issued in connection with the proposed Combination or any related corporate transaction, or determined if the information contained herein or in the exemption document is accurate or complete. Any representation to the contrary is a criminal offence in the United States. The securities referred to herein have not been and are not presently expected to be listed on any US securities exchange or quoted on any inter-dealer quotation system in the United States. None of Novozymes or Chr. Hansen presently intends to take any action to facilitate a market in such securities in the United States. Financial statements, and all financial information that is included in the information contained herein or in the exemption document and any other documents relating to the securities referred to herein, have been or will be prepared in accordance with International Financial Reporting Standards (IFRS) or other reporting standards or accounting practice which may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States (US GAAP). It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Novozymes and Chr. Hansen are incorporated under the laws of Denmark and the majority or all of their respective officers and directors are residents of non-US jurisdictions. Judgments of US courts are generally not enforceable in Denmark. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. In addition, original actions, or actions for the enforcement of judgments of US courts, based on the civil liability provisions of the US federal securities laws, may not be enforceable in Denmark. Each shareholder is advised to read the exemption document and is urged to consult his or her independent professional adviser regarding the tax consequences of the Combination. Information Regarding Forward-Looking Statements This announcement includes forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Novozymes Group's, the Chr. Hansen Group's and the combined group's control and all of which are based on the Novozymes Group's, the Chr. Hansen Group's or the combined group's current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "aim", "annualized", "anticipate", "assess", "assume", "believe", "continue", "could", "estimate", "expect", "goal", "hope", "intend", "may", "objective", "plan", "position", "potential", "predict", "project", "risk", "seek", "should", "target", "will" or "would" or the highlights or the negatives thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and other documents regarding the proposed Combination and include statements that reflect the Novozymes Group's, the Chr. Hansen Group's or the combined group's intentions, beliefs or current expectations and projections about the their respective future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, targets, strategies and opportunities and the markets in which they respectively operate, and the anticipated timing of the proposed Combination. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Novozymes Group, the Chr. Hansen Group or the combined group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward-looking statements in this announcement speak only as of the date of this announcement. The information contained in this announcement is subject to change without notice and, except as required by applicable laws and regulations, Novozymes, and Chr. Hansen expressly disclaim any obligation or undertaking to update or revise the forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based and nor does it intend to. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise. Financial Information This announcement and the exemption document and other documents relating to the proposed Combination may include financial objectives. Financial objectives are internal objectives of Novozymes, Chr. Hansen and the combined group to measure its operational performance and should not be read as indicating that Novozymes, Chr. Hansen or the combined group is targeting such metrics for any particular financial year. The ability of Novozymes, Chr. Hansen and the combined group to achieve these financial objectives is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Novozymes, Chr. Hansen and the combined group, and upon assumptions with respect to future business decisions that are subject to change. As a result, the actual results of Novozymes, Chr. Hansen and the combined group may vary from these financial objectives, and those variations may be material. Transaction conditions Completion of the Combination is subject to the satisfaction of a number of conditions as more fully described in company announcement no. 28 of 12 December 2022 and the exemption document and other documents relating to the proposed Combination. Consequently, there can be no certainty that completion of the Combination will be forthcoming. Novozymes refers to Novozymes A/S and the Novozymes Group refers to Novozymes and its subsidiaries. Chr. Hansen refers to Chr. Hansen Holding A/S and the Chr. Hansen Group refers to Chr. Hansen and its subsidiaries. The combined group refers to Novozymes and its subsidiaries following completion of the Combination (including the Novozymes Group and the Chr. Hansen Group). |
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