DuPont Commences Public Tender Offer to Acquire Danisco

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Jan 21, 2011, 07:28 ET

WILMINGTON, Del., Jan. 21, 2011 /PRNewswire/ -- DuPont (NYSE: DD) today announced that DuPont Denmark Holding ApS, a wholly owned and fully controlled subsidiary of DuPont, has commenced its previously announced voluntary recommended public offer to purchase all of the outstanding shares of Danisco at a price of DKK 665 in cash per share.

"Our fully valued offer and significant premium recognize Danisco's standing as a premier company that fits with DuPont's strategy," said DuPont Chair and CEO Ellen Kullman. "Our companies share a deep commitment to scientific discovery and market-driven innovation to solve some of the most difficult challenges posed by global population growth. We are pleased to formally begin our offer to Danisco's shareholders."

Highlights of the offer include the following:

The 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 acquisition agreement, 32.5 percent compared to the average price during the last month prior to the announcement, and 25.5 percent compared to closing price on the last trading day prior to the announcement;

Danisco’s board of directors has unanimously determined to recommend that Danisco shareholders accept the offer and tender their shares. The Danisco board chose the DuPont offer after a structured bidding process, which was designed to maximize value for Danisco shareholders;

The Danisco board stated in its recommendation that the offer price constitutes "an attractive premium" and the offer was "…the most attractive offer received by the board in terms of offer price;"

The Danisco board also stated in its recommendation that the offer "compares favourably with Danisco's stand alone strategy, with its associated execution and other risks;"

The offer period ends on Feb. 22, 2011, at 11 p.m. CET (Feb. 22, 2011, at 5 p.m. EST), unless extended as described in the offer document; and

The offer is conditioned upon, among other things, shareholders holding more than 90 percent of Danisco's shares accepting the offer, and necessary approvals and clearances from the relevant competition authorities in the European Union and China to complete the offer, and the applicable waiting period under U.S. competition law having expired or been terminated.

DuPont Denmark Holding expects that the offer will be completed early in DuPont's second quarter, with timing to be influenced by a number of factors, including receipt of antitrust/competition approvals.

All terms and conditions of the offer are described in the offer document dated Jan. 21, 2011. The offer document is available free of charge 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 when they are 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