Heerlen, NL, 25 Feb 2011 08:16 CET
Royal DSM N.V. (NYSE Euronext: DSM KON), the global Life Sciences and Materials Sciences company, announced today that it has successfully completed the subsequent offering period to its all-cash tender offer to purchase all of the outstanding shares of common stock of Martek Biosciences Corporation at a price of $31.50 per share.
The previously announced subsequent offering period expired at 12:00 midnight, New York City time, on Thursday, February 24, 2011. The depositary for the tender offer has advised that, as of such time, a total of approximately 262,000 additional Martek shares of common stock had been validly tendered in the subsequent offering period, which, together with the shares validly tendered and not withdrawn during the initial offering period, resulted in DSM holding approximately 89.5% of Martek’s currently outstanding shares. DSM has accepted for payment all validly tendered shares.
DSM intends to exercise the top-up option that was granted to DSM pursuant to the merger agreement to purchase additional shares directly from Martek and to complete a short-form merger in accordance with the merger agreement later today. In the short-form merger, Greenback Acquisition Corporation will be merged with and into Martek, and each share of Martek common stock not tendered in the tender offer, other than those as to which holders exercise appraisal rights under Delaware law and those held by DSM or Martek or their respective subsidiaries, will be converted in the merger into the right to receive $31.50 per share in cash, without interest and less any required withholding taxes. This is the same price per share paid in 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 follow-on formulas. 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.
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, filed 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 filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. DSM, Greenback Acquisition Corporation and Martek mailed 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.