Information on the Target

dsm-firmenich AG is undertaking a statutory buy-out procedure to acquire all outstanding DSM Ordinary Shares that were not tendered during the Exchange Offer. As of the Post-Closing Acceptance Settlement Date, dsm-firmenich owns more than 95% of DSM's total issued and outstanding ordinary share capital. Thus, remaining DSM shareholders who have not participated in the Exchange Offer are now subject to this buy-out and will receive a cash consideration for their shares.

Industry Overview in the Netherlands

The Netherlands is recognized as a significant player in the global market for flavor and fragrance development, characterized by a diverse array of companies specializing in different sectors, including food and beverage, personal care, and household products. The industry has benefitted from a robust infrastructure, extensive research and development capabilities, and a skilled workforce, positioning it well for growth and innovation.

In recent years, increased global demand for natural and clean-label products has driven innovation within the flavor and fragrance sector. Companies in the Netherlands have been adapting their portfolios to meet evolving consumer preferences, leading to investments in sustainability and eco-friendly solutions. This shift allows local companies to not only cater to the domestic market but also expand their reach internationally.

The regulatory environment in the Netherlands is structured to promote fair competition and innovation while ensuring product safety and efficacy. The collaboration between industry stakeholders and regulatory bodies facilitates a transparent operational framework that helps maintain the industry's integrity. Moreover, favorable trade policies aid Dutch firms in accessing international markets, bolstering growth prospects.

Overall, the flavor and fragrance industry in the Netherlands is poised for continued expansion, driven by innovation and increasing consumer demand for high-quality, sustainable products. This growth presents opportunities for strategic investments and acquisitions, enabling firms to enhance their competitive positions.

The Rationale Behind the Deal

The primary rationale for dsm-firmenich's buy-out of remaining DSM shares is to consolidate ownership and streamline operations following its successful acquisition of the majority of shares. By obtaining full ownership, dsm-firmenich aims to optimize decision-making processes and integrate DSM's strengths into its broader operational framework.

This move will allow dsm-firmenich to execute its strategic vision more effectively and leverage DSM's resources and capabilities for growth. Furthermore, acquiring the remaining shares will enhance shareholder value and drive long-term profitability.

Information About the Investor

dsm-firmenich AG is a leading global player in the flavor and fragrance industry, known for its commitment to innovation, sustainability, and quality. With a significant market presence, dsm-firmenich combines the strengths of two renowned companies to create a diversified portfolio that spans numerous sectors. The firm maintains a strong focus on research and development, enabling it to stay ahead of market trends and meet evolving consumer demands.

The company’s strategic approach includes acquiring complementary businesses that align with its operational goals, thus enhancing its offerings and customer reach. dsm-firmenich's financial strength and commitment to advancing sustainable practices position it well for this acquisition and future growth opportunities.

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The ongoing buy-out of DSM by dsm-firmenich represents a strategic move likely to yield fruitful long-term benefits. By consolidating ownership, dsm-firmenich will have the opportunity to align DSM's capabilities more closely with its overarching business objectives, thereby improving operational efficiency.

Furthermore, the proposed Buy-Out Price of €116 per share reflects a fair market value, taking into account the company's position and performance. The involvement of the Dutch Enterprise Court in determining the final buy-out price adds a layer of credibility and transparency to the transaction.

Investors can see the long-term potential in this deal, particularly as it aligns with the growing demand for integrated solutions within the flavor and fragrance market. The acquisition enhances dsm-firmenich's market share and provides an opportunity to capitalize on the synergies created through this merger.

Ultimately, assuming that any operational challenges during the integration are managed effectively, this acquisition is likely to be viewed as a sound investment. It positions dsm-firmenich for sustained growth and innovation in an increasingly competitive market.

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