DuPont Cleared to Complete Tender Offer for Danisco Shares
China Ministry of Commerce Approves Offer; All Regulatory Conditions Now Satisfied For Completing Offer on April 29
COPENHAGEN, Denmark - – DuPont today is now cleared to complete the tender offer by DuPont Denmark Holding ApS to acquire all of the outstanding shares of Danisco at a price of DKK 665 in cash per share following today’s regulatory approval by China’s Ministry of Commerce. DuPont Denmark Holding ApS is a wholly owned and fully controlled subsidiary of DuPont. All regulatory conditions have now been met and the fully financed tender offer can be completed on April 29, 2011.
“Danisco shareholders can now follow their board of directors’ unanimous recommendation to accept our premium cash offer,” said DuPont Chair and CEO Ellen Kullman. “It is important to remember that after a highly competitive auction process, Danisco’s board concluded this acquisition compares favorably in value to its stand-alone plans for the company.
“Our offer is full, fair and firm and it provides shareholders risk-free, certain and immediate value at an attractive price. We encourage shareholders to act now and tender their shares before the fast approaching deadline,” said Kullman.
Danisco shareholders are urged to consider the facts:
DuPont’s offer price represents a premium of 58.7 percent compared to the average price of Danisco’s shares in the 12 months prior to the announcement of the decision to make the offer, 32.5 percent compared to the average price during the last month prior to the announcement and 25.5 percent compared to the closing price on the last trading day before our public announcement of the decision to make the offer.
The certainty of DuPont’s cash offer provided to Danisco shareholders is even more attractive today than it was in January, considering greater global geopolitical and economic risk, sovereign debt challenges in the Euro-zone, increasing and volatile commodity prices and ongoing global financial market uncertainty. Rising raw material costs may create headwinds across the industry, as well.
During this time, the stock price performance of both the OMX Copenhagen 20 Index and Danisco’s primary peers has been essentially flat, suggesting that Danisco’s stock would have traded similarly during this period absent DuPont’s offer.
Danisco’s recent quarterly earnings results were entirely consistent with the long-term forecasts DuPont reviewed and factored into the offer price and the outlook for the business at the time DuPont signed the announcement agreement. In addition, Danisco management has said its long-term outlook for the business remained unchanged.
Individual Danish investors have sold about one-third of their Danisco holdings since the announcement of DuPont’s offer, indicating their belief that the offer price fully values the company.
The offer period is scheduled to end on April 29, 2011, at 11 p.m. CEST (5 p.m. EDT). DuPont looks forward to closing the Danisco acquisition promptly following completion of the tender offer.
All terms and conditions of the offer are described in the offer document, which is available free of charge at www.dupontanddanisco.com or on the Danisco website at www.danisco.com with a copy of the statement of the board of directors of Danisco A/S Concerning the Voluntary Recommended Public Offer.
DuPont (www.dupont.com) is a science-based products and services company. Founded in 1802, DuPont puts science to work by creating sustainable solutions essential to a better, safer, healthier life for people everywhere. Operating in more than 90 countries, DuPont offers a wide range of innovative products and services for markets including agriculture and food; building and construction; communications; and transportation.
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