DSM and Gilde Investment Management (Gilde) today announce the in-principle agreement on the sale of DSM's bakery ingredients business to Gilde. The transaction will include all activities of the business group DSM Bakery Ingredients, with the exception of the business unit Baking Enzymes, which was transferred to DSM Food Specialties in 2004, and DSM Bakery Ingredients' stake in a joint venture in South Africa (Rymco). The transaction will take the form of a share deal.

On a cash- and debt free basis the transaction price for the bakery ingredients activities to be sold amounts to EUR 197.5 million. The transaction price equals an EBITDA multiple of 8.

Already for some years DSM has increased the focus of its food ingredients strategy on products that provide other functionalities (e.g. health enhancing, adding nutritional value) than those provided by DSM Bakery Ingredients. This is demonstrated by the acquisition in 2003 of DSM Nutritional Products and the new products developed by DSM Food Specialties. These trends limit the operational and technological synergies between DSM Bakery Ingredients and the core of DSM's food and nutrition businesses. At the same time the business characteristics of the markets in which DSM Bakery Ingredients operates are changing in terms of market growth potential and competitive intensity. In view of this, DSM announced early in Q3 2004 that it would carry out a strategic study to investigate the various business scenarios and strategic options for this business. The study concluded that divestment of the business could be the best option to allow the bakery ingredients business to grow and develop itself further.

Gilde welcomes DSM Bakery Ingredients into its organization. With leading market positions across Europe and South America the company is an excellent addition to Gilde's portfolio of regional market leaders with stable revenues and solid market shares. DSM Bakery Ingredients has succeeded in creating an organization which is both sensitive and responsive to the challenges of their market, supported by superior product innovation and evidenced by longstanding client relationships. Gilde is impressed with the achievements of DSM Bakery Ingredients to date and is committed to supporting the company to further gain in strength as a leading, independent player on the global yeast and bread improvers market.

DSM and Gilde expect to close the transaction in the course of Q3 2005, subject to certain standard regulatory approvals. Today, the transaction will be submitted for advice to DSM's central works council and for consultation to the applicable trade unions, according to standard legal procedures. JPMorgan acted as exclusive financial advisor to DSM. Lehman Brothers acted as exclusive financial advisor to Gilde.