DuPont Extends Danisco Tender Offer Period to Accommodate Ongoing Regulatory Reviews

WILMINGTON, Del., Feb. 18, 2011 /PRNewswire/ -- DuPont (NYSE: DD) today announced that its wholly owned subsidiary DuPont Denmark Holding ApS is extending the tender offer period relating to its acquisition of Danisco A/S shares to provide additional time to obtain regulatory approvals and clearances from the competition authorities in the European Union and China.  The extended offer period ends on April 1, 2011, at 11 p.m. CET (5 p.m. EST), unless further extended as described in the offer document.  All other terms and conditions of the offer remain unchanged.  

"We are pleased with our progress at this stage in the tender offer period.  We continue to move forward with regulatory approvals and remain confident that Danisco shareholders will continue to tender their shares as this process progresses," said DuPont Chair and CEO Ellen Kullman.  

"DuPont's offer of DKK 665 is full, fair and firm and it is a result of a competitive and thorough auction process conducted by Danisco's board of directors.  This offer provides Danisco shareholders with the certainty of cash at a significant premium above Danisco's all-time high trading price before the offer was announced, and Danisco's board believes it provides superior value to Danisco's standalone strategy," Kullman said.  

As previously stated in the offer document, 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.

"With clearance by the U.S. authorities completed and other regulatory approvals moving forward, we continue to expect the offer to be completed early in the second quarter," Kullman said.

DuPont estimates that, as of the close of business on Feb. 17, Danisco shareholders already tendered approximately 5 percent of the outstanding shares to DuPont Denmark Holding ApS.  The estimated acceptance level to date is in line with similar past voluntary tender offers in Denmark at this stage of the offer.  

If all competition approvals have not been obtained by April 1, 2011, DuPont Denmark Holding expects to extend the offer period such that it will expire on April 29, 2011, at 11 p.m. CET (5 p.m. EST).  

A copy of the supplement to the offer document extending the offer period is attached and available at www.dupontanddanisco.com.

On Jan. 9, DuPont entered into a definitive agreement for the acquisition of Danisco for DKK 665 in cash per share and the tender offer commenced on Jan. 21.  On Jan. 21, Danisco announced that its board of directors unanimously recommended that Danisco shareholders accept the offer.  On Jan. 28, DuPont announced the expiration of the U.S. anti-trust waiting period in connection with the tender offer.  On Feb. 9, Danisco announced that all members of the executive board and the board of directors had tendered their shares.

All terms and conditions of the offer are described in the offer document dated Jan. 21.  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.  Danisco shareholders also can visit www.dupontanddanisco.com to access all of the important offer information provided by DuPont and Danisco.

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 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.  

Supplement to Offer Document dated 21 January 2011 concerning the voluntary recommended public offer to the shareholders of Danisco A/S - extension of the Offer Period

On 21 January 2011, DuPont Denmark Holding ApS (the "Offeror") made a voluntary recommended public offer (the "Offer") to the shareholders of Danisco A/S (the "Company") pursuant to the terms and conditions of the offer document (the "Offer Document"). Expressions not defined in this supplement shall have the meaning set forth in the Offer Document.

As the Offeror has not yet received the necessary approvals and clearances from the competition authorities in the EU and in China as expected, the Offer Period is hereby extended by 38 days so that the Offer Period now expires on 1 April 2011 at 11:00 p.m. (CET) (1 April 2011 at 5:00 p.m. (EST)). The previous deadline was 22 February 2011 at 11:00 p.m. (CET) (22 February 2011 at 5:00 p.m. (EST)) as described in the Offer Document. Competition approval has already been obtained in the US and the expectation remains unchanged that competition approvals will also be obtained in the EU and in China.

If the Offer Period expires on 1 April 2011, the Offeror now expects to publish the results of the Offer on 4 April 2011. The expectation remains, as stated in the Offer Document, that the Offer will be Completed in the second quarter (1 April to 30 June 2011), with such timing to be influenced by the timing of the competition approvals in the EU and in China. As a consequence hereof, if all competition approvals have not been obtained by 1 April 2011, the Offeror states that the Offer Period will be extended to 29 April 2011 at 11:00 p.m. (CET) (29 April 2011 at 5:00 p.m. (EST)) pursuant to a new supplement to the Offer Document, which shall be approved by the Danish Financial Supervisory Authority.

Under US law, the Offeror must report the aggregate number of shares for which the Offeror has received acceptances at the time of an extension. This is not a requirement in Denmark and the Danish settlement system is not set up to report the acceptance level on an ongoing basis. In addition, in Denmark (unlike in the US), acceptance of a tender offer is irrevocable and binding for the shareholders (except in certain limited circumstances, as described in section 3.14 of the Offer Document) and accordingly most shareholders do not accept a public offer until all regulatory approvals have been obtained, most commonly at the end of the Offer Period. Bearing this in mind, the Offeror estimates that the acceptance level at 17 February 2011 was approximately 5 %, which is in line with similar past voluntary tender offers in Denmark at this stage of the Offer.

The Offer Period may be extended on one or more occasions, pursuant to the Danish Financial Supervisory Authority’s Executive Order No. 221 of 10 March 2010 on Takeover Bids.

The other terms and conditions of the Offer as set forth in the Offer Document remain unchanged.

Shareholders of the Company, who have already submitted the acceptance form, do not need to take any further action. Shareholders of the Company, who have not submitted the acceptance form, may use the acceptance form attached to the Offer Document or contact either the shareholder's own custodian bank or Nordea Bank Danmark A/S (Tel.: +45 33 33 50 92).

This supplement shall be read in connection with the Offer Document and related documents as these documents contain important information.

Copenhagen, 18 February 2011

DuPont Denmark Holding ApS

Questions

Any questions in connection with acceptance of the Offer may be directed to the Shareholders' own custodian banks or:

Any questions in connection with the Offer from Shareholders within the EU may, on weekdays between 7:30 a.m. and 5.00 p.m, be directed to:

Any questions in connection with the Offer may also, on weekdays between 9:00 a.m. and 8:00 p.m. (EST), be directed to:

or on weekdays between 9:00 a.m. and 5:00 p.m. (EST) to:

Important Notices

No legal or natural persons are authorized to give any information or to make any representation on behalf of the Offeror or DuPont on the Offer not contained in this Supplement. If given or made, such information or representation cannot be relied on as having been authorized by the Offeror or DuPont. The making of this Offer shall not under any circumstances imply in any way that there has been no change in the affairs of DuPont, the Offeror or Danisco since the date of the Offer Document or this Supplement or that the information in the Offer Document or this Supplement or in the documents referred to herein is correct as of any time subsequent to the date hereof or thereof.

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.

This Supplement has been prepared in Danish and English. In case of inconsistencies between the two versions, the Danish text shall prevail.

This Supplement 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” 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 due to many factors, many of which are outside of the control of DuPont, the Offeror or Danisco, including the effect of changes in general economic conditions, the level of interest rates, fluctuation in the demand for DuPont or Danisco products, competition, technological developments, employee relations, regulation, foreign currency exchange rates and the potential need for increased capital expenditures (including those resulting from increased demand, new business opportunities and development of new technologies) and failure to achieve the expected benefits of the proposed combination of DuPont and Danisco.

SOURCE DuPont

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