On 31 May 2022, DSM and Firmenich announced that they have entered into a business combination agreement to establish the leading creation and innovation partner in nutrition, beauty and well-being. The merger is to be effected through a public offer for all issued and outstanding ordinary shares in the capital of DSM in exchange for DSM-Firmenich shares (1:1 exchange ratio) (the "Offer") and contribution of Firmenich shares to DSM-Firmenich in exchange for DSM-Firmenich shares and €3.5bn in cash (subject to potential adjustments).
Pursuant to Section 7, paragraph 1 sub a of the Netherlands Decree on Public Takeover Bids (Besluit openbare biedingen Wft), which requires a public announcement containing a status update on an intended public offer within four weeks after its initial public announcement, DSM and Firmenich provide the following joint update on the Offer, also on behalf of DSM-Firmenich.
DSM and Firmenich confirm that they are making good progress on the preparations for the Offer. It is expected that an offering circular that will serve both as an offer memorandum for the Offer and as a prospectus for the offering and admission to listing and trading of DSM-Firmenich shares on Euronext Amsterdam (the "Offering Circular") will be submitted for review and approval to the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM") in August and in any event no later than 23 August 2022, which under the applicable Dutch rules is the last permissible date for submitting the offer memorandum for the Offer to the AFM for approval.
DSM and Firmenich currently anticipate that the proposed combination will close in H1 2023.
Firmenich is the world's largest privately-owned fragrance and taste company and has been family-owned for 127 years. The Swiss company specializes in perfumes, flavors, and ingredients and is renowned for its world-class research as well as leadership in sustainability.
DSM has transformed during its 150+ year history into today's health, nutrition & bioscience global leader. The Dutch-Swiss company specializes in nutritional ingredients for food and feed with proven world-leading bioscience capabilities and an international network of high-quality manufacturing sites that underpin a business model of global products, local solutions and personalization and precision.
Please visit www.creator-innovator.com for additional material on the proposed combination.