On January 8, 2024, dsm-firmenich AG (the Company or dsm-firmenich) and DSM B.V. (DSM) announced that the remaining holders of DSM ordinary shares will have the opportunity to sell their DSM ordinary shares to dsm-firmenich through the voluntary tender offer launched by dsm-firmenich.
The details of the tender offer shared by the company below:
- dsm-firmenich started a statutory buy-out procedure (the Buy-Out) on July 17, 2023, to acquire the remaining ordinary shares, about 3.9%, in DSM, previously Koninklijke DSM N.V. (the Shares). On such date, dsm-firmenich already held 96.1% of the Shares.
- For this Buy-Out, the Company has requested the Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer) to set – in line with past practice – the fair price of the Shares at the closing share price of a dsm-firmenich ordinary share on Euronext Amsterdam on May 3, 2023. This price amounts to €116, minus the dividend paid on the Shares of €22.58 on July 3, 2023, and with any further dividends or other distributions yet to be paid on the Shares also to be deducted. This Buy-Out may extend well into 2024.
- The Company offers the remaining holders of the Shares the opportunity to sell their Shares at an offer price of €96.00 (the Offer Price). The Offer Price is based on the proposed fair price of €116 minus the paid dividend of €22.58 and transaction costs for the Company and increased by statutory interest.
- The period during which the remaining holder of the Shares can sell their Shares will start on January 8, 2024, at 9:00 CET and will end on February 9, 2024, at 17:40 CET.
- Remaining holders of the Shares who would like to make use of the opportunity offered by the Voluntary Tender Offer are requested to submit their acceptance via their financial intermediary, custodian, bank or stockbroker to ABN AMRO Bank N.V. (ABN AMRO). In some cases, a financial intermediary, custodian, bank or stockbroker can set an earlier time for their clients in order to assure on-time registration with ABN AMRO.
- Remaining holders of the Shares who have sold and transferred their Shares for acceptance in the Voluntary Tender Offer will receive the Offer Price for their sold Shares on February 13, 2024.
- Remaining holders of the Shares who do not wish to make use of the opportunity offered by the Voluntary Tender Offer do not have to take any action and will consequently remain subject to the BuyOut.
Additional information on the Buy-Out can be found on the Company’s website (https://www.dsmfirmenich.com).