European Commission Approves DuPont Tender Offer to Acquire Danisco

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Apr 05, 2011, 02:47 ET

COPENHAGEN, Denmark, April 5, 2011 /PRNewswire/ -- The European Commission (EC) has approved, under the European Union Merger Regulation, 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. DuPont Denmark Holding ApS is a wholly owned and fully controlled subsidiary of DuPont (NYSE: DD).

"We are pleased to have achieved one of the last important milestones in the pending acquisition of Danisco," said DuPont Chair and CEO Ellen Kullman. "Only Chinese approval now remains as a regulatory condition of closing. We remain confident that Danisco shareholders will follow their Board's recommendation to accept our premium cash offer and the transaction will be completed later this month."

The EC approval satisfies another major condition of the tender offer. Competition approval has already been obtained in the United States and similar regulatory approval in China is progressing. The offer period ends on April 29, 2011, at 11 p.m. CEST (5 p.m. EDT), unless further extended as described in the offer document.

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 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