Brief: DSM And Firmenich Announce Merger Plan

Koninklijke DSM NV

31/05/2022 06:08

May 31 (Reuters) - Koninklijke DSM NV  DSMN.AS :
    * DSM AND FIRMENICH TO MERGE, BECOMING THE LEADING CREATION
AND
INNOVATION PARTNER IN NUTRITION, BEAUTY AND WELL-BEING
    * MERGER OF EQUALS OF TWO ICONIC COMPANIES
    * MERGER SUBJECT TO CUSTOMARY CONDITIONS, INCLUDING
OBTAINING
RELEVANT REGULATORY CLEARANCES AND COMPLETING RELEVANT EMPLOYEE
CONSULTATION PROCEDURES, AND EXPECTED TO BE COMPLETED ULTIMATELY
IN FIRST HALF OF 2023
    * EXPECTED TO BE COMPLETED ULTIMATELY IN FIRST HALF OF 2023
    * ATTRACTIVE ANNUAL RUN RATE SYNERGY POTENTIAL OF EUR 350M
ADJUSTED. EBITDA, INCLUDING C. EUR 500M ANNUAL SALES UPLIFT 
    * MERGER TO BE EFFECTED THROUGH PUBLIC OFFER FOR DSM SHARES
IN
EXCHANGE FOR DSM-FIRMENICH SHARES (1:1 EXCHANGE RATIO) AND
CONTRIBUTION OF FIRMENICH SHARES TO DSM-FIRMENICH IN EXCHANGE
FOR DSM-FIRMENICH SHARES AND €3.5BN CASH (SUBJECT TO POTENTIAL
ADJUSTMENT)
    * PROJECTED MID-TERM 5-7% SUSTAINABLE ORGANIC SALES GROWTH
PER
ANNUM, DRIVEN BY INNOVATION AND WITH MID-TERM ADJUSTED EBITDA
MARGIN OF 22-23%
    * A SWISS-DUTCH GLOBAL GROUP, WITH A SWISS DOMICILED HOLDING
COMPANY WITH SEAT OF PRINCIPAL IN KAISERAUGST (CH) AND LISTED ON
EURONEXT AMSTERDAM
    * DSM-FIRMENICH WILL HAVE A DUAL HEADQUARTER IN SWITZERLAND
(KAISERAUGST) AND NETHERLANDS (MAASTRICHT)
    * AT INCEPTION, DSM SHAREHOLDERS WILL OWN IN AGGREGATE 65.5%
OF
DSM-FIRMENICH AND VARIOUS SHAREHOLDERS OF FIRMENICH WILL OWN IN
AGGREGATE 34.5% OF DSM-FIRMENICH AND RECEIVE EUR 3.5BN IN CASH
(SUBJECT TO POTENTIAL ADJUSTMENTS)
    * THIS VALUATION REFLECTS A DSM MARKET CAPITALIZATION OF EUR
25.3BN2 AND IMPLIED ENTERPRISE VALUE ADJUSTED FOR MATERIALS
BUSINESS ("EV") OF EUR 21.6BN
    * ONCE MERGER IS COMPLETED, DSM-FIRMENICH, A NEWLY
INCORPORATED
SWISS-DOMICILED COMPANY, WILL HOLD DSM AND FIRMENICH BUSINESSES
AND DSM-FIRMENICH WILL BE LISTED ON EURONEXT AMSTERDAM
    * DSM'S SHAREHOLDERS TO OWN IN AGGREGATE 65.5% OF
DSM-FIRMENICH
AND THE VARIOUS FIRMENICH SHAREHOLDERS TO OWN IN AGGREGATE 34.5%
AT INCEPTION
    * VALUATION REFLECTS A DSM MARKET CAPITALIZATION OF EUR
25.3BN AND
IMPLIED ENTERPRISE VALUE ADJUSTED FOR MATERIALS BUSINESS ("EV")
OF EUR 21.6BN
    * FIRMENICH EXPECTS TO FINISH ITS FISCAL YEAR ENDING JUNE
2022
WITH ORGANIC REVENUE GROWTH ABOVE 9% (CHF 4.6BN+) AND TO DELIVER
ADJUSTED. EBITDA ABOVE CHF 900M
    * FOR ITS FY 2021 (ENDING DECEMBER 2021), DSM WILL PAY EUR
292M
GROSS FINAL DIVIDEND IN JUNE 2022;
    * FOR ITS FY 2022 (ENDING 31 DECEMBER 2022), DSM WILL PAY
EUR 163M
GROSS INTERIM DIVIDEND IN AUGUST 2022
    * FOR ITS FY 2022 (ENDING JUNE 2022), FIRMENICH WILL PAY EUR
250M
GROSS DIVIDENDS BETWEEN SEPTEMBER AND CLOSING

Source text for Eikon:  ID:nPreL6Clha 
Further company coverage:  DSMN.AS 

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