Following completion of a voluntary, recommended, public offer announced on 21 January 2011 as amended (the “Offer”) in accordance with executive order no. 221 of 10 March 2010 on takeovers etc., DuPont Denmark Holding ApS owns 43,429,678 shares as of the date hereof, equivalent to 91.1 % of the total share capital and the voting rights in Danisco A/S (92.2 % of the share capital and the voting rights excluding Danisco A/S' holding of 574,067 treasury shares as of 18 May 2011). As a result, DuPont Denmark Holding ApS has determined to redeem the Danisco A/S shares held by the remaining shareholders of Danisco A/S pursuant to Sections 70-72 of the Danish Companies Act.
The shareholders of Danisco A/S are therefore encouraged to transfer their shares in the company to DuPont Denmark Holding ApS within a four-week period expiring on 16 June 2011.
The shares will be transferred to DuPont Denmark Holding ApS at a price of DKK 700 per share of DKK 20 nominal value each, and payment will be made in cash. Any brokerage fees and/or other costs arising from the shareholders' sale of their shares shall be borne by said shareholders and such fees and costs shall be of no concern to DuPont Denmark Holding ApS. The price offered equals the price paid by DuPont Denmark Holding ApS to the shareholders having accepted the Offer. In the event Danisco pays dividends or otherwise makes distributions to its shareholders prior to settlement of the sale of the shares to DuPont Denmark Holding ApS, pursuant to this Offer, the price to be paid will be reduced by the amount of such dividend or distribution per share on a DKK-for-DKK basis.
All shares transferred to DuPont Denmark Holding ApS in accordance with this notice must be free from any charge or encumbrance in every respect.
Any shareholder who wishes to transfer its shares to DuPont Holding Denmark ApS shall request its own custodian bank, where the shares are held in deposit, to transfer the shares to DuPont Holding Denmark ApS. Settlement of the transferred shares will be made in cash through the shareholder's own custodian bank, three banking days after DuPont Denmark Holding ApS receives notice from the shareholder's own custodian bank. Enclosed is a form that shall be used in connection with the transfer of the shares.
As the redemption price equals the consideration paid to tendering shareholders under the Offer, the redemption price is deemed fair and equitable under applicable tender offer legislation. If, however, a minority shareholder disagrees with the redemption price, such shareholder may, pursuant to Section 70(2) of the Danish Companies Act, request that the redemption price be determined by an expert who shall be appointed by the court of the jurisdiction of Danisco A/S’s registered office. The expert will determine the redemption price in accordance with the provisions of Section 67(3) of the Danish Companies Act.
If the expert's valuation under Section 67(3) of the Danish Companies Act results in a higher redemption price than offered by DuPont Denmark Holding ApS, then this higher price also applies to the shareholders whose shares were redeemed and who did not ask for a valuation. The costs relating to the quotation are paid by the shareholder who asked for a valuation. However, the court may order DuPont Denmark Holding ApS to pay the costs in whole or in part, if the valuation leads to a higher redemption price than offered by DuPont Denmark Holding ApS.
Minority shareholders that have not transferred their shares to DuPont Denmark Holding ApS before the expiry of the time limit of four weeks stated above, will under Section 72 of the Danish Companies Act by announcement in the Danish Commerce and Companies Agency's IT system be granted a further notice of three months. If the shareholders have not transferred their shares before the expiry of this period of three months, the shares will automatically be registered in the name of DuPont Denmark Holding ApS at the expiry of the period. At the same time the redemption price for the shares in question will be deposited under the Danish Escrow Account Act.
Statement by the Board of Directors of Danisco A/S on the terms for the redemption
The Board of Directors of Danisco A/S has received and reviewed the above announcement from DuPont Denmark Holding ApS according to which the Board of Directors has issued this statement, cf. Section 70(2) of the Danish Companies Act (In Danish: Selskabsloven). The resolved redemption will take place at the same price per share in Danisco A/S, as offered by DuPont Denmark Holding ApS as part of the completed Offer. It is the opinion of the Board of Directors that the terms for the redemption are thus in accordance with customary practise for the redemption of shares held by minority shareholders after completion of takeover bids for Danish listed companies.
Taking into consideration the advantages and disadvantages of the Offer and considering the other matters analysed in the Board of Directors' statement of 21 January 2011 and supplement thereto of 2 May 2011, the Board of Directors unanimously recommended shareholders to accept the Offer. Reference is made to Danisco A/S' company announcements no. 6/2011 of 21 January 2011 and 13/2011 of 2 May 2011.
Copenhagen, 19 May 2011
Patrick S. Schriber
DuPont Denmark Holding ApS
Company Registration (CVR) No 11 35 03 56