This announcement is not directed at shareholders whose participation in the Offer (as defined below) would require the issuance of an offer document, registration or other activities other than what is required under Danish and United States law. No action has been (or will be) taken other than in Denmark and the United States to permit a public offer in any jurisdiction where action would be required for that purpose. The Offer and this announcement are not made, directly or indirectly, to shareholders resident in any jurisdiction in which the submission of the Offer and/or this announcement or acceptance thereof would contravene the law of such jurisdiction. Any document pertaining to the Offer and this announcement may not be distributed to shareholders resident in any such jurisdiction. Accordingly this announcement and/or any other material regarding the Offer may not be distributed in any jurisdiction outside Denmark and the United States if such distribution would require any registration, qualification or other requirement in respect of any offer to acquire or sell shares or distribute documents or advertisements in respect thereof. Any person acquiring possession of any documents pertaining to the Offer and/or this announcement is expected and assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions. The Offer is subject to disclosure requirements under Danish law. In addition, the Offer is open to persons in the U.S. and is therefore also subject to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and rules promulgated thereunder. However, the Shares are not registered under the Exchange Act and the Offer therefore is not subject to the disclosure requirements and other rules that apply to tender offers for shares that are so registered, including rules promulgated under Section 14(d) of the Exchange Act.
The Offer is not being made directly or indirectly in or into Canada, Australia or Japan, and the Offer does not apply and cannot be accepted from within Canada, Australia or Japan.
The Offer is being made in the form of the Offer Document, including supplements thereto dated 18 February, 30 March and 29 April 2011 prepared by the Offeror (as defined below), including an acceptance form. The Offer Document describes the terms and conditions of the Offer, including the procedure for acceptance thereof. Any decision as to whether or not to accept the Offer should be made only upon careful review of the Offer Document and the statement of 21 January 2011 by the Board of Directors of Danisco A/S (as will be supplemented, see below) prepared in accordance with applicable Danish law, rules and regulations.
Company announcement no. 12/2011 29 April 2011
Extension of the offer period for the voluntary recommended public offer submitted by a subsidiary of E. I. du Pont de Nemours and Company to the shareholders of Danisco A/S due to increase in the offer price to DKK 700 and decrease of minimum acceptance to 80 per cent
On 21 January 2011, DuPont Denmark Holding ApS, Central Business Register (CVR) no. 33 38 21 54, c/o Plesner, Amerika Plads 37, 2100 Copenhagen Ø (the "Offeror"), which is a wholly-owned and fully controlled subsidiary of E. I. du Pont de Nemours and Company ("DuPont"), published an offer document (the "Offer Document") concerning a voluntary public offer to the shareholders of Danisco A/S ("Danisco") pursuant to which the Offeror offered to purchase all shares in Danisco at a price of DKK 665 in cash per share of a nominal value of DKK 20 each (the "Offer"). Reference is made to company announcement no. 5/2011.
On 18 February 2011 and 30 March 2011, respectively the Offeror announced supplements to the Offer Document, whereby the offer period was extended until 1 April 2011 and 29 April 2011, respectively, as a result of the necessary approvals and clearances from the competition authorities in the European Union and China having not yet been obtained. Reference is made to company announcements no. 7/2011 and 9/2011.
On 4 April 2011, the Offeror obtained approval from the competition authorities in the European Union, and on 15 April 2011, the Offeror obtained approval from the competition authorities in China necessary to complete the Offer. Reference is made to company announcement no. 10/2011.
The Offeror has today announced a further supplement to the Offer Document whereby the Offeror has lowered the minimum acceptance condition (as set out in clause 3.6 of the Offer Document) from 90 per cent of the shares (excluding Danisco's treasury shares, if any) and voting rights in Danisco to 80 per cent and the Offeror has increased the offer price from DKK 665 per share to DKK 700 per share of a nominal value of DKK 20 each. Reference is made to the Offeror's announcement of today's date.
Accordingly, the offer period is extended by 2 weeks and will now expire on 13 May 2011 at 11:00 p.m. (Danish time) (13 May 2011 at 5:00 p.m. New York time).
Danisco's board will issue a supplementary statement regarding these changes to shareholders as soon as possible.
Please note the following new dates in relation to the Offer:
| 13 May 2011 |
Expiry of the offer period. |
| 16 May 2011 |
Anticipated announcement of the result of the Offer. |
| 19 May 2011 | Anticipated completion (including settlement) of the Offer assuming that the offer period expires on 13 May 2011. |
The number of received acceptances as at 29 April 2011 is stated in the Offeror's announcement of todays date.
Yours sincerely
Jørgen Tandrup
Chairman of the Board of Directors
For further information, please contact:
Investor Relations, tel. +45 32 66 29 12, investor@danisco.com.
Bottomline, Anders Lehmann, tlf. 51 39 01 65, AL@bottomline.dk
For international media enquiries, please contact:
Finsbury (Andrew Dowler or Sally Hogan), tel. +44 (0)20 7251 3801.
This announcement has been prepared in Danish and in English. In case of inconsistencies between the two versions, the Danish language version shall prevail.
This announcement may contain statements relating to future matters or occurrences, including statements on future results, growth or other forecasts on developments and benefits in connection with the Offer. Such statements may generally, but not always, be identified by the use of words such as "anticipates", "assumes", "expects", "plans", "will", "intends”, "projects”, "estimates”, "ambition" or similar expressions. Forward-looking statements, by their nature, involve risks and uncertainty as they relate to events and depend on circumstances occurring in the future. There can be no assurance that actual results will not differ, possibly materially, from those expressed or implied by such forward-looking statements.
