This is a press release by Koninklijke DSM N.V. (Royal DSM) in connection with the public exchange offer by Danube AG (to be renamed DSM-Firmenich AG) for all the issued and outstanding ordinary shares in the share capital of DSM (the Exchange Offer). This press release contains information within the meaning of Article 7(1) of the European Market Abuse Regulation (596/2014). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the offering circular dated 22 November 2022 (the Offering Circular) approved by the Dutch Authority for Financial Markets (Stichting Autoriteit Financiële Markten). This press release is not for general release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States or any other jurisdiction where such release, publication or distribution would violate applicable laws or regulations. Capitalized terms used but not defined in this press release will have the meaning as set forth in the Offering Circular.
HEERLEN, Netherlands, Jan. 23, 2023 /PRNewswire/ -- Royal DSM, a global purpose-led science-based company, today held an Extraordinary General Meeting of Shareholders (EGM). The DSM Shareholders approved the proposed merger between DSM and Firmenich International SA (Firmenich) and voted in favour of all related resolutions as set out in the notice of the EGM.
Geraldine Matchett and Dimitri de Vreeze, Co-CEOs of DSM, commented: "This is a momentous day in the long history of DSM. We are grateful for our shareholders' strong support for this merger as we seek to build the leading creation and innovation partner in nutrition, beauty and well-being. There are powerful synergies from bringing together DSM and Firmenich that can deliver superior growth. DSM-Firmenich will be uniquely positioned to best anticipate and address the changing needs of consumers, unlocking new opportunities that benefit our customers, our people, and the wider world."
In accordance with the Offering Circular, the Acceptance Threshold for the Exchange Offer is now automatically adjusted from 95% to 80% of DSM's aggregate issued and outstanding ordinary share capital. DSM and Firmenich continue to work to satisfy all the conditions of the Exchange Offer as set out in the Offering Circular.
As confirmed in the announcement of 23 January 2023, the Acceptance Period, which period was set to expire on 31 January 2023, is extended. The Acceptance Period is extended until two weeks after the announcement that the Indian competition clearance has been obtained, but not before 17:40 hours CET on 7 March 2023 and no later than 17:40 hours CET on 11 April 2023.
At the EGM, 75.92% of the total issued and outstanding share capital of DSM was represented. The Transactions were approved by approximately 99.86% of the votes cast. The final voting results from today's DSM EGM will be published on the transaction website: www.creator-innovator.com/en/offering-circular-and-egm/. Draft minutes of the DSM EGM will be published no later than three months from the date of the EGM on the transaction website as well.
The information in this press release is not intended to be complete. Details of the exchange offer and the EGM, as well as more information about DSM-Firmenich, can be found at www.creator-innovator.com/en/offering-circular-and-egm/.
Royal DSM is a global, purpose-led company in Health, Nutrition & Bioscience, applying science to improve the health of people, animals and the planet. DSM's purpose is to create brighter lives for all. DSM's products and solutions address some of the world's biggest challenges while simultaneously creating economic, environmental and societal value for all its stakeholders – customers, employees, shareholders, and society at large. The company was founded in 1902 and is listed on Euronext Amsterdam. More information can be found at www.dsm.com.
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This press release may contain forward-looking statements with respect to DSM's future (financial) performance and position. Such statements are based on current expectations, estimates and projections of DSM and information currently available to the company. DSM cautions readers that such statements involve certain risks and uncertainties that are difficult to predict and therefore it should be understood that many factors can cause actual performance and position to differ materially from these statements. DSM has no obligation to update the statements contained in this press release, unless required by law. The English language version of the press release is leading.