On May 19, 2011, E.I. DuPont de Nemours and Company (DuPont), a U.S. resident corporation and taxpayer, through its indirectly owned subsidiaries, DuPont Denmark Holdings ApS, a wholly-owned subsidiary of DuPont Acquisition (Luxembourg) Sarl, acquired approximately 92% of the shares of Danisco A/S. During the period subsequent to May 19, 2011, DuPont Denmark Holdings ApS acquired the remaining 8% of the outstanding shares1.
In accordance with the acquisition of Danisco A/S, DuPont Acquisition (Luxembourg) Sarl will, immediately following the posting of this notice, make an election under Section 338(g) of the Internal Revenue Code of the United States of America.2 This election has applicability for U.S. income tax purposes for DuPont, as an indirect shareholder of Danisco A/S and its subsidiaries. The Section 338(g) election may also have consequences for a U.S. person that was a shareholder of Danisco A/S on or after May 19, 2011, when DuPont made the qualified stock purchase of Danisco A/S.
This document serves as notice under Treasury Regulation Section 1.338-2(e)(4) of DuPont's intention to make an election under Section 338(g) of the Internal Revenue Code of 1986, with respect to the qualified stock purchase on May 19, 2011, of Danisco A/S and its directly and indirectly held subsidiaries.
For possible United States federal income tax consequences under Sections 551, 951, 1248, or 1293 of the Internal Revenue Code of 1986 that may apply to the shareholders of Danisco A/S who are U.S. persons, please see Treasury Regulation Section 1.338-9(b) and please consult your tax advisor. You may be required to attach the information included via the link below (i.e., a copy of IRS Form 8023 (Elections under Section 338 for Corporations Making Qualified Stock Purchases) with attachments thereto) to certain returns you file.
If you are required to attach the information included with this Notice to certain returns you file (copy of Form 8023 with attachments thereto).
If you require additional information with regard to this Notice, please contact Michael Hanretta via email at Michael.J.Hanretta@dupont.com or by phone in the USA at 302 774 4005.
1 For US income tax purposes, the purchasing corporation was DuPont Acquisition (Luxembourg) Sarl, since DuPont Denmark Holdings ApS is a disregarded entity for US federal tax purposes.
2 As a result of DuPont Denmark Holdings ApS status for US tax purposes as a disregarded entity,, DuPont Acquisition (Luxembourg) Sarl, as the “purchasing corporation,” for purposes of making the section 338(g) election.