Share types, listings & ownership

dsm-firmenich AG (dsm-firmenich AG) has commenced the statutory buy-out procedure in accordance with Article 2:359c DCC and 2:201a DCC to acquire the DSM Ordinary Shares that have not been tendered in the Exchange Offer (the Buy-Out) as dsm-firmenich holds more than 95% of DSM's aggregate issued and outstanding ordinary share capital as of the Post-Closing Acceptance Settlement Date. DSM Shareholders who have not tendered their DSM Ordinary Shares in the Exchange Offer are therefore be subject to the Buy-Out and receive a cash consideration for the DSM Ordinary Shares to be transferred under the Buy-Out to dsm-firmenich.

Price 

A fair Buy-Out Price will be determined by the the Dutch Enterprise Court of the Amsterdam Court of Appeal. dsm-firmenich have proposed €116 per share as the fair price (closing share price dsm-firmenich at settlement of post-tendering on Wednesday 3 May 2023), with any dividends or other distributions paid on the DSM Ordinary Shares since 3 May 2023 being deducted from the Buy-Out Price. Statutory interest (4% until 1 July 2023, currently 6%) will accrue on the Buy-Out price until the moment of payment.

Proceedings

dsm-firmenich has served a writ of summons on the remaining DSM Shareholders. After the expiration of the summons period on 15 August 2023, dsm-firmenich brought the writ of summons before the EC. The EC will verify whether dsm-firmenich meets all statutory requirements of the Buy-Out and, if so, render a judgment in which the remaining DSM Shareholders are ordered to transfer their DSM Ordinary Shares to dsm-firmenich against payment of the Buy-Out Price.

This court procedure is expected to last about 6 months. The Court has now set a 6 weeks period for the sentence (end of Sept ’23).

Following the judgment of the EC, dsm-firmenich will invite the remaining DSM Shareholders to voluntarily comply with the judgment by transferring their DSM Ordinary Shares to dsm-firmenich on a specified date and against payment of the Buy-Out Price. For all DSM Ordinary Shares that are not voluntarily transferred, dsm-firmenich will deposit a certain amount in the consignment fund of the Ministry of Finance. Pursuant to this deposit, the legal entitlement to the applicable DSM Ordinary Shares will transfer to dsm-firmenich by operation of law.

AGM

AGMs of DSM will be held until the Buy-Out has been finalised and dsm-firmenich has become the sole shareholder of DSM. DSM will be converted from a Dutch public limited liability company (naamloze vennootschap) into a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) after delisting of the DSM Ordinary Shares. 

Further information 

Capitalised terms used but not defined herein are defined in the Offering Circular. A digital copy of the Offering Circular is available on the website of dsm-firmenich.

On 27 April 2006, all bearer shares (‘aandelen aan toonder’) in DSM’s issued share capital were converted into registered shares (‘aandelen op naam’) (pursuant to an amendment of the Articles of Association made at the time). In order to exercise the rights vested in the shares, holders of former bearer shares were required to hand in their bearer share certificates (‘aandeelbewijzen’) to DSM.

Deadline to exchange bearer shares

Pursuant to an amendment of Section 2:82 of the Dutch Civil Code (DCC) in 2019, DSM shareholders who still have not handed in their bearer share certificates will lose any entitlement to exchange their bearer share certificates for a replacement share as of 2 January 2026.

In accordance with Section 2:391(2) DCC, DSM hereby gives notice of the following:

• (i) A shareholder may not exercise the rights vested in a share until after he/she has handed in his/her bearer share certificates to DSM.
• (ii) A bearer share certificate which was not handed in to DSM on or before 31 December 2020 has become void and the share represented by the bearer share certificate have been acquired by DSM for no consideration, irrespective of whether DSM’s Articles of Association allow the acquisition of its own shares. Section 2:98a (3) DCC does not apply to this acquisition. DSM shall be registered as the shareholder thereof in DSM’s shareholders register. DSM shall hold the shares until the end of the period mentioned in (iii) below.
• (iii) A shareholder who hands in a bearer share certificate to DSM no later than five years after the acquisition mentioned in (ii) above, therefore no later than 1 January 2026, is entitled to receive from DSM a replacement registered share provided that this share is registered in DSM’s shareholders register in the name of a central securities depository, and DSM will instruct the shareholder’s bank to credit the share in a securities account in the name of holder of the bearer share certificate.

The procedure described above follows from Section 2:82(3) up to and including (9) DCC, whose provisions apply.