Chr. Hansen publishes Offering Memorandum and sets indicative price range for initial public offering

Company announcement no.1/2010 May 19, 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 

The board of directors of 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, has today published an offering memorandum
for its intended initial public offering of new and existing shares (“Offer
Shares”) for admission to trading and official listing on NASDAQ OMX
Copenhagen. 

Highlights of the Offering                                                      
- The price range has been set at DKK 87 to DKK 117 per Offer Share. 
- The final Offer Price will be determined through bookbuilding and is expected
to be announced through NASDAQ OMX Copenhagen on or before 3 June 2010 
- The Offering comprises: 
-- a primary offering of 28,622,308-38,492,069 New Shares by the Company to
raise net proceeds of approximately DKK 3,161 million 
-- a secondary offering of 17,278,663-27,148,424 Existing Offer Shares by
Financière Star 1 S.A. (the “Selling Shareholder”) 
-- the total number of Offer Shares shall be 61,347,806 (assuming full exercise
of the over-allotment option) 
- The free float will be between 42% and 46% (assuming full exercise of the
over-allotment option) 
- The Company intends to use the net proceeds it receives from the Offering to
repay certain of its existing indebtedness and to finance the purchase of
shares from the Selling Shareholder to meet certain obligations under its
management incentive programs 
- The bookbuilding period will commence on 25 May 2010 and close no later than
4:00 p.m. CET on 2 June 2010. The Offering for orders up to and including DKK 3
million may be closed before the remainder of the Offering is closed. Any such
earlier closing in whole or in part will be published through NASDAQ OMX
Copenhagen. 
- The Company's shares are expected to be admitted to trading and official
listing 
on NASDAQ OMX Copenhagen no later than 3 June 2010 under the symbol “CHR”       
- The Offering includes:1 Please refer to the prospectus for the complete
selling restrictions. 
-- a public offering in Denmark 
-- an offering to qualified institutional buyers (“QIBs”) in the US, pursuant
to Rule 144A 
-- an institutional offering under Reg. S outside the US, including in the EEA 
- The Offer Shares are expected to be delivered on or about 8 June 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. 

Financial Intermediaries                                                        
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, 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. 

Offering Memorandum                                                             
The Offering Memorandum is available in Danish and in English. Special attention
should be given to the risk factors which are described in the beginning of the 
Offering Memorandum. It will be made available to investors at no cost at the
registered office of Chr. Hansen Holding A/S, Denmark. The Danish Offering
Memorandum can be obtained upon request from Danske Bank Corporate Actions,
Holmens Kanal 2-12 DK-1092 Copenhagen K, phone (+45)70230834, or
prospekter@danskebank.dk, and also from SEB Enskilda, Bernstorffsgade 50,
DK-1577 Copenhagen V, phone (+45) 33 28 29 00, or prospekt@enskilda.dk. Subject
to certain conditions, the Danish Offering Memorandum is also available on the
home page of Chr. Hansen under www.chr-hansen.com. 

Lars Frederiksen, CEO of Chr. Hansen commented:                                 

“After five years of successful collaboration between PAI and Chr. Hansen, our
business is in great shape as a market leader across all our business
divisions. 
We believe public ownership is the best next step for the business, enabling us
to enter our next phase of growth. Public ownership will enhance our profile
and give us flexibility to pursue targeted bolt-on acquisitions and further
incentivise our highly-skilled workforce. I am confident that being a public
company will provide both local and international investors in Chr. Hansen with
an opportunity to share in our future growth.” 

Frédéric Stévenin, Partner at PAI, commented:                                   

“PAI and Chr. Hansen have worked together closely over the last five years to
change the company and grow the value of the business for the benefit of all
stakeholders. In recognition of the exceptional work undertaken by the
employees of Chr. Hansen over this period, the selling shareholders, given a
successful listing, will be financing a bonus to all employees at the end of
the financial year ending 31 August, 2010 equating to two months base salary.
Participants in the existing management incentive programs will not be entitled
to this bonus. 
We continue to believe in Chr. Hansen's growth potential and will be retaining
a significant stake in the business going forward.” 


For further information, please contact:                                        

Ole Andersen, Chairman                                                          
Tel: +45 4574 7109                                                              

Lars Frederiksen, CEO                                                           
Tel: +45 4574 7474                                                              

Ulrik Soendergaard, 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, use of proceeds received from the     
Offering, the first day of trading and the capital structure of Chr. Hansen     
Holding A/S 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.