DSM commences tender offer for Martek Biosciences Corporation
The tender offer is being made in connection with the Agreement and Plan of Merger, dated as of 20 December 2010, by and among DSM, Greenback Acquisition Corporation and Martek, which DSM and Martek announced on 21 December 2010.
The Martek board of directors has unanimously determined that, among other things, the offer is fair to and in the best interests of Martek’s stockholders and unanimously recommends that Martek’s stockholders accept the offer and tender their shares.
The tender offer is scheduled to expire at 5:00 p.m. (New York City time) on Friday, 18 February 2011, unless the offer is extended.
Complete terms and conditions of the tender offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials that will be filed by DSM and Greenback Acquisition Corporation with the SEC on 13 January 2011. In addition, on 13 January 2011, Martek will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the offer. Copies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge from MacKenzie Partners, Inc., the information agent for the tender offer, toll-free at (800) 322-2885. The dealer manager for the tender offer is J.P. Morgan Securities LLC. Citibank, N.A. is acting as depositary for the tender offer.
Martek is a leader in the innovation, development, production and sale of high-value products from microbial sources that promote health and wellness through nutrition. Martek’s technology platform consists of its core expertise, broad experience and proprietary technology in areas such as microbial biology, algal genomics, fermentation and downstream processing. This technology platform has resulted in Martek’s development of a number of products, including the company’s flagship product, life’sDHA™, a sustainable and vegetarian source of algal DHA (docosahexaenoic acid) important for brain, heart and eye health throughout life for use in infant formula, pregnancy and nursing products, foods and beverages, dietary supplements and animal feeds. Martek also produces life’sARA™ (arachidonic acid), an omega-6 fatty acid, for use in infant formula and growing-up milks. Martek’s subsidiary, Amerifit Brands, develops, markets and distributes branded consumer health and wellness products and holds leading brand positions in all of its key product categories. Amerifit products are sold in most major mass, club, drug, grocery and specialty stores and include: Culturelle®, a leading probiotic supplement; AZO, the leading OTC brand addressing symptom relief and detection of urinary tract infections; and Estroven®, the leading all-natural nutritional supplement brand addressing the symptoms of menopause.
For more information on Martek Biosciences, visit www.martek.com. For a complete list of life’sDHA and life’sARA products, visit www.lifesdha.com. For more information about Amerifit Brands, visit www.amerifit.com.
This news release and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Martek. On 13 January 2011, DSM and its wholly-owned subsidiary, Greenback Acquisition Corporation, will file a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the tender offer, and Martek will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. DSM, Greenback Acquisition Corporation and Martek will mail these documents to the stockholders of Martek. These documents contain important information about the tender offer, and stockholders of Martek are urged to read them carefully. Stockholders of Martek can obtain a free copy of these documents and other documents filed by Martek, DSM or Greenback Acquisition Corporation with the Securities and Exchange Commission at the website maintained by the SEC at www.sec.gov. In addition, stockholders can obtain a free copy of these documents free of charge from MacKenzie Partners, Inc., the information agent for the tender offer, toll-free at (800) 322-2885, or from DSM.
This news release contains certain forward looking statements that involve a number of risks and uncertainties. Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such statements. Such risks and uncertainties include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many Martek stockholders will tender their stock in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; any conditions imposed in connection with consummation of the tender offer and the merger; satisfaction of various other conditions to the completion of the tender offer and the merger contemplated by the merger agreement; and other risk factors as set forth from time to time in DSM’s Annual Report and in filings with the SEC including, but not limited to, Part I, Item 1A, of Martek’s Form 10-K for the fiscal year ended October 31, 2010, other Martek reports on Form 10-K, Form 10-Q and Form 8-K and DSM’s Schedule TO and related documentation and Martek’s Schedule 14D-9 filed in connection with the tender offer. The inclusion of a forward-looking statement herein should not be regarded as a representation by DSM or Martek that DSM’s or Martek’s objectives will be achieved. DSM and Martek undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.