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dsm-firmenich AG (dsm-firmenich AG) has commenced the statutory buy-out procedure in accordance with Article 2:359c DCC and 2:201a DCC to acquire the DSM Ordinary Shares that have not been tendered in the Exchange Offer (the Buy-Out) as dsm-firmenich holds more than 95% of DSM's aggregate issued and outstanding ordinary share capital as of the Post-Closing Acceptance Settlement Date. DSM Shareholders who have not tendered their DSM Ordinary Shares in the Exchange Offer are therefore subject to the Buy-Out and receive a cash consideration for the DSM Ordinary Shares to be transferred under the Buy-Out to dsm-firmenich.

Price 

A fair Buy-Out Price will be determined by the the Dutch Enterprise Court of the Amsterdam Court of Appeal. dsm-firmenich have proposed €116 per share as the fair price (closing share price dsm-firmenich at settlement of post-tendering on Wednesday 3 May 2023), with any dividends or other distributions paid on the DSM Ordinary Shares since 3 May 2023 being deducted from the Buy-Out Price. Statutory interest (4% until 1 July 2023, currently 6%) will accrue on the Buy-Out price until the moment of payment.

Proceedings

dsm-firmenich has served a writ of summons on the remaining DSM Shareholders. After the expiration of the summons period on 15 August 2023, dsm-firmenich brought the writ of summons before the EC. The EC will verify whether dsm-firmenich meets all statutory requirements of the Buy-Out and, if so, render a judgment in which the remaining DSM Shareholders are ordered to transfer their DSM Ordinary Shares to dsm-firmenich against payment of the Buy-Out Price.

The court procedure is ongoing and is expected to be concluded well into 2024.

Following the judgment of the EC, dsm-firmenich will invite the remaining DSM Shareholders to voluntarily comply with the judgment by transferring their DSM Ordinary Shares to dsm-firmenich on a specified date and against payment of the Buy-Out Price. For all DSM Ordinary Shares that are not voluntarily transferred, dsm-firmenich will deposit a certain amount in the consignment fund of the Ministry of Finance. Pursuant to this deposit, the legal entitlement to the applicable DSM Ordinary Shares will transfer to dsm-firmenich by operation of law.

Update 12 February 2024 

As a faster alternative, remaining holders of the DSM Ordinary Shares who did not want to wait until the Buy-Out is finalized, could temporarily benefit from the voluntary cash offer launched by dsm-firmenich on 8 January 2024 (the Voluntary Tender Offer). The Voluntary Tender Offer was completed Feb 12, 2024. 4,163,287 Shares, representing approximately 2.4% of the Shares, have been tendered to the Company. As a result, dsm-firmenich now holds approximately 98.5% of the Shares. 

dsm-firmenich will still seek to acquire the remaining approximately 1.5% Shares through the ongoing statutory buyout procedure.

Update 14 June 2024

On May 14, 2024, the Enterprise Chamber of the Court of Appeal in Amsterdam, the Netherlands (the Enterprise Chamber), rendered its judgment in the statutory buy-out proceedings initiated by DSM-Firmenich AG (the Company or dsm-firmenich) to acquire any shares of DSM B.V. (DSM) not already acquired by the Company in its previously completed voluntary cash tender offers for all outstanding DSM ordinary shares (the Shares).

The Enterprise Chamber ordered all remaining DSM shareholders to transfer the unencumbered right to their Shares to the Company. It determined that €116 is the fair price per Share, subject to an increase by statutory interest calculated from May 3, 2023 until the date of transfer or consignment of the Shares, and a decrease by any distributions that become payable on the Shares in the aforementioned period. The Company was ordered to pay this fair price plus statutory interest and minus distributions in exchange for the transfer of the unencumbered right to the Shares.

Voluntary transfer
The Company calls upon the DSM shareholders to effect the voluntary transfer to the Company of the unencumbered right to the Shares between now and July 2, 2024, at 17:45 hours CEST, by instructing their bank, broker or other financial intermediary to have their Shares credited to the Company's securities account. On July 4, 2024, the Company will pay the price of €100.38 per Share (i.e. the fair price per share of €116, plus statutory interest from May 3, 2023 up to July 5, 2024 of €6.96 and minus distributions of €22.58) to those DSM shareholders that have voluntarily transferred their Shares before July 2, 2024, at 17:45 hours CEST. No brokerage or bank fees or other costs incurred by such DSM shareholders will be reimbursed by the Company.

Transfer by operation of law
On July 5, 2024, an amount of €100.38 per Share will be paid into consignment with the Dutch consignment office (a body of the Dutch Ministry of Finance) for all Shares not offered within the aforementioned voluntary transfer period. Upon such payment, the unencumbered title to such Shares will transfer to the Company by operation of law. DSM-Firmenich will request Euroclear Nederland to ensure payment of the aforementioned price per Share to the relevant former DSM shareholders in accordance with the consignment fund procedure (consignatiekasprocedure) of Euroclear Nederland.

AGM

AGMs of DSM will be held until the Buy-Out has been finalised and dsm-firmenich has become the sole shareholder of DSM. DSM will be converted from a Dutch public limited liability company (naamloze vennootschap) into a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) after delisting of the DSM Ordinary Shares.

Further information 

Capitalised terms used but not defined herein are defined in the Offering Circular. A digital copy of the Offering Circular is available on the website of dsm-firmenich