DuPont Cleared to Complete Tender Offer for Danisco Shares

China Ministry of Commerce Approves Offer; All Regulatory Conditions Now Satisfied For Completing Offer on April 29

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Apr 15, 2011, 10:03 ET

COPENHAGEN, Denmark, April 15, 2011 /PRNewswire/ -- DuPont (NYSE: DD) today is now cleared to complete the tender offer by DuPont Denmark Holding ApS to acquire all of the outstanding shares of Danisco at a price of DKK 665 in cash per share following today's regulatory approval by China's Ministry of Commerce. DuPont Denmark Holding ApS is a wholly owned and fully controlled subsidiary of DuPont. All regulatory conditions have now been met and the fully financed tender offer can be completed on April 29, 2011.

"Danisco shareholders can now follow their board of directors' unanimous recommendation to accept our premium cash offer," said DuPont Chair and CEO Ellen Kullman. "It is important to remember that after a highly competitive auction process, Danisco's board concluded this acquisition compares favorably in value to its stand-alone plans for the company.

"Our offer is full, fair and firm and it provides shareholders risk-free, certain and immediate value at an attractive price. We encourage shareholders to act now and tender their shares before the fast approaching deadline," said Kullman.

Danisco shareholders are urged to consider the facts:

DuPont's offer price represents a premium of 58.7 percent compared to the average price of Danisco's shares in the 12 months prior to the announcement of the decision to make the offer, 32.5 percent compared to the average price during the last month prior to the announcement and 25.5 percent compared to the closing price on the last trading day before our public announcement of the decision to make the offer.
The certainty of DuPont's cash offer provided to Danisco shareholders is even more attractive today than it was in January, considering greater global geopolitical and economic risk, sovereign debt challenges in the Euro-zone, increasing and volatile commodity prices and ongoing global financial market uncertainty. Rising raw material costs may create headwinds across the industry, as well.
During this time, the stock price performance of both the OMX Copenhagen 20 Index and Danisco's primary peers has been essentially flat, suggesting that Danisco's stock would have traded similarly during this period absent DuPont's offer.
Danisco's recent quarterly earnings results were entirely consistent with the long-term forecasts DuPont reviewed and factored into the offer price and the outlook for the business at the time DuPont signed the announcement agreement. In addition, Danisco management has said its long-term outlook for the business remained unchanged.
Individual Danish investors have sold about one-third of their Danisco holdings since the announcement of DuPont's offer, indicating their belief that the offer price fully values the company.

The offer period is scheduled to end on April 29, 2011, at 11 p.m. CEST (5 p.m. EDT). DuPont looks forward to closing the Danisco acquisition promptly following completion of the tender offer.

All terms and conditions of the offer are described in the offer document, which is available free of charge at www.dupontanddanisco.com or on the Danisco website at www.danisco.com with a copy of the statement of the board of directors of Danisco A/S Concerning the Voluntary Recommended Public Offer.

DuPont (www.dupont.com) is a science-based products and services company. Founded in 1802, DuPont puts science to work by creating sustainable solutions essential to a better, safer, healthier life for people everywhere. Operating in more than 90 countries, DuPont offers a wide range of innovative products and services for markets including agriculture and food; building and construction; communications; and transportation.

This news release does not constitute an offer or invitation to purchase any securities or a solicitation of an offer to buy any securities, pursuant to the tender offer or otherwise. The tender offer is being made solely by means of an Offer Document and the documents accompanying the Offer Document, which contain the full terms and conditions of the tender offer, including details of how the tender offer may be accepted. Danisco A/S shareholders are advised to read the Offer Document and the related documents that were sent to them because they contain important information.

Forward-Looking Statements: This news release contains forward-looking statements based on management's current expectations, estimates and projections. All statements that address expectations or projections about the future, including statements about the company's strategy for growth, product development, market position, expected expenditures and financial results are forward-looking statements. Some of the forward-looking statements may be identified by words like "expects," "anticipates," "plans," "intends," "projects," "indicates," and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions. Many factors, including those discussed more fully elsewhere in this release and in documents filed with the Securities and Exchange Commission by DuPont, particularly its latest annual report on Form 10-K and quarterly report on Form 10-Q, as well as others, could cause results to differ materially from those stated. These factors include, but are not limited to changes in the laws, regulations, policies and economic conditions, including inflation, interest and foreign currency exchange rates, of countries in which the company does business; competitive pressures; successful integration of structural changes, including restructuring plans, acquisitions, divestitures and alliances; cost of raw materials, research and development of new products, including regulatory approval and market acceptance; seasonality of sales of agricultural products; and severe weather events that cause business interruptions, including plant and power outages, or disruptions in supplier and customer operations. Risks and uncertainties relating to the acquisition that could cause the actual results to differ from expectations contemplated by forward looking statements include: uncertainties as to the timing of the tender offer; uncertainties as to how many Danisco shares will be tendered in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; if the tender offer is completed, failure to achieve the expected benefits of the proposed acquisition. The company undertakes no duty to update any forward-looking statements as a result of future developments or new information.

SOURCE DuPont