Company announcement no.3/2010, June 3, 2010 NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA Chr. Hansen sets a price of DKK 90 per share for its Initial Public Offering Chr. Hansen Holding A/S (“Chr. Hansen”, or the “Company”), a global supplier of bioscience-based ingredients to the food, health and animal feed industries, today announces an offer price of DKK 90 per share in respect of its Initial Public Offering (“IPO”, or the “Offering”) of new and existing shares (“Offer Shares”). Admission to trading and official listing on NASDAQ OMX Copenhagen will take place today, June 3, 2010, under the symbol “CHR”. Summary of the Offering - Despite volatile markets, the Offering has attracted strong demand from Danish and international institutional investors, as well as from Danish retail investors - The price of DKK 90 per Offer Share gives Chr. Hansen a market capitalisation of DKK 12,423 million - The Offering (prior to any exercise of the over-allotment option) totals DKK 5,019 million, with a free float of 38.3%. If the over-allotment option is exercised in full the Offering size will be DKK 5,521 million, with a free float of 42.3% - Based on a price of DKK 90, 37,209,000 new shares will be issued by the Company, raising net proceeds of approximately DKK 3,152 million. Additionally, 18,561,732 existing shares will be sold by Financière Star 1 S.A. (the “Selling Shareholder”) - The Selling Shareholder has granted the Joint Global Coordinators (on behalf of the Managers) an over-allotment option over a further 5,577,074 existing shares with a value of DKK 501.9 million at the offer price, which is exercisable in whole or in part up to July 3, 2010 - Further details may be found in appendix 1 (“Pricing Statement”) The Offering was met with substantial interest from Danish retail and Danish and international institutional investors. The retail offering was closed after five days. Approximately 5,000 investors have been allocated shares in Chr. Hansen. Approximately 10% of the Offering (6.1m Offer Shares) were sold to retail investors in Denmark, with the remaining shares being allocated to Danish and international institutional investors. The Selling Shareholder will hold 82,263,488 shares, comprising 59.6% of the Company's share capital following completion of the Offering, or 76,686,414 shares comprising 55.6% of the Company's share capital if the over-allotment option is fully exercised. Admission to trading and official listing on NASDAQ OMX Copenhagen will take place today. The Company's ticker is CHR. The Company's shares have the ISIN code DK0060227585. A total of 2,894,034 existing shares have been allocated to the Company in order to deliver shares pursuant to the Company's management incentive programs and a total of 64,441 existing shares have been allocated to members of Chr. Hansen's Board of Directors to purchase at the offer price in connection with the Offering. In respect of orders for amounts of up to DKK 3 million, reductions have been made mathematically as follows: - Orders for up to and including 555 shares, corresponding to DKK 49,950, have been allocated in full; - Orders for up to and including 5,555 shares, corresponding to DKK 499,950, have been allocated 555 shares and 60% of the remaining order; - Orders for more than 5,555 shares have been allocated 3,555 shares and 30% of the remaining order above 5,555 shares. Allocations in respect of orders for amounts of up to DKK 3 million have been rounded up to the nearest whole number of shares. In respect of orders for amounts of more than DKK 3 million, individual allocations will be made by the Selling Shareholder and the Company's Board of Directors, following consultation with the Joint Bookrunners. The Offer Shares are expected to be delivered on or about June 8, 2010 (the “Closing Date”) against payment in immediately available funds in Danish kroner. The Offer Shares will be delivered in book-entry form on the Closing Date to investors' accounts with VP Securities and through the facilities of Euroclear Bank, S.A./N.V. and Clearstream Banking S.A. Credit Suisse Securities (Europe) Ltd and J.P. Morgan Securities Ltd. are acting as Joint Global Coordinators, while Credit Suisse, Danske Markets (Division of Danske Bank A/S), J.P. Morgan, Morgan Stanley & Co. International plc and SEB Enskilda (part of Skandinaviska Enskilda Banken AB (publ)) are acting as Joint Bookrunners and Carnegie Bank A/S and Crédit Agricole Corporate and Investment Bank are acting as Co-Lead Managers. Lars Frederiksen, CEO of Chr. Hansen commented: “We are very pleased with the substantial interest we have received from retail and institutional investors in Denmark and institutional investors internationally, particularly in light of the recent market turbulence. We see this as a strong sign of confidence in our business model and our plans for the next phase of growth. We are delighted to welcome the approximately 5,000 new shareholders, and are at the same time pleased to be able to continue the successful collaboration with PAI partners who have retained a considerable stake in the company.” Frédéric Stévenin, Partner at PAI partners, commented: “We are delighted with the outcome achieved today, confirming what has long been our belief, that Chr. Hansen is an attractive proposition for investors. Working closely with the management, we have built a dynamic, market leading business that has significant growth potential. We believe that Chr. Hansen has a strong future ahead of it as a publicly listed company and will be retaining a significant stake in the business going forward.” For further information, please contact: Ole Andersen, Chairman Tel: +45 4574 7623 Lars Frederiksen, CEO Tel: +45 4574 7474 Ulrik R. Søndergaard, Corporate Communications Tel: +45 4574 7109 About Chr. Hansen Chr. Hansen is a global bioscience company that develops natural ingredient solutions for the food, nutritional, pharmaceutical and agricultural industries. All solutions are based on strong research and development competencies and significant technology investments. The company enjoys market leadership in all its divisions: Cultures & Enzymes, Health & Nutrition and Colors & Blends. There are more than 2,200 dedicated employees in over 30 countries. For further information, please visit www.chr-hansen.com. DISCLAIMER The securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This release shall not constitute an offer to sell, or the solicitation of an offer to buy securities in the United States. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referred to herein in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. No public offer of securities is made outside of Denmark. Any offer of securities that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. These materials are only being distributed to and are only directed at (i) persons who are outside the United Kingdom, subject to applicable laws or (ii) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which these materials relate will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement may contain forward-looking statements including statements pertaining to the timing of the Offering, the exercise of the over-allotment option, the settlement and delivery of the Offer Shares, the growth prospects of the Company, the Company's collaboration with PAI partners, the Selling Shareholder‘s ownership interest in the Company, the first day of trading and the capital structure of the Company upon completion of the Offering. These statements are based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ from those anticipated. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation: conditions in the markets; the financial position, cash flows and liquidity of the Company; changing business or other market conditions; and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in the documents or other information contained herein. Forward-looking statements contained in the documents or other information contained herein based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Save as required by law, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which are applicable only as at the date they are made.
Chr. Hansen sets a price of DKK 90 per share for its Initial Public Offering
| Source: Chr. Hansen Holding A/S