Press release

DSM successfully completes secondary offering of shares in Patheon N.V.

Heerlen, NL, 27 Jul 2016 08:00 CEST

Royal DSM, a global science-based company active in health, nutrition and materials, today announces the successful completion of its secondary offering of 4,761,905 ordinary shares in Patheon N.V. in connection with Patheon N.V.’s Initial Public Offering of ordinary shares. The total cash proceeds for DSM from the secondary offering and the transactions related to the IPO are expected to amount to approximately USD 240 million.

DSM now holds approximately 48.7 million ordinary shares, or approximately 34% of Patheon N.V., with approximately 43% held by affiliates of JLL Partners and Patheon N.V.’s management team and 23% free float.

Total cash proceeds for DSM are expected to amount to approximately USD 240 million, consisting of net proceeds of approximately USD 95 million from the secondary offering and an expected USD 145 million in dividend distributions and capital repayments related to the IPO.

DSM expects to realize a book profit of approximately €220m, which will be reported as part of DSM’s Q3 2016 results, while any potential future gains on disposal of the remaining shares held in Patheon N.V., if any, will be recognized at the time of any such transaction(s). Patheon N.V. did not receive any proceeds from the sale of ordinary shares by DSM.

Copies of the final prospectus relating to the offering were filed with the U.S. Securities and Exchange Commission (“SEC”) on 22 July 2016 and may be obtained from:

J. P. Morgan Securities LLC
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Attn: Prospectus Group
Telephone: (866) 803-9204

Morgan Stanley & Co. LLC
180 Varick Street, Second Floor
New York, New York 10014
Attn: Prospectus Department

Jefferies LLC
520 Madison Avenue, 2nd Floor
New York, New York 10022
Attn: Equity Syndicate Prospectus Department
Telephone: (877) 547-6340

UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Attn: Prospectus Department
Telephone: (888) 827-7275

A registration statement relating to these securities has been filed with, and was declared effective on 20 July 2016 by, the SEC. The offering of these securities is being made only by means of a written prospectus forming part of the effective registration statement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The statements in this press release that are not historical facts may be forward-looking statements. Such forward looking statements, based upon current beliefs and expectations, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. Accordingly, readers should not place undue reliance on forward-looking statements as a prediction of actual results. For more information concerning factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, please refer to the "Risk Factors" section of the prospectus included in the registration statement, in the form last filed with the SEC. DSM does not assume any obligation to update the information contained in this press release.

This press release may contain forward-looking statements with respect to DSM’s future (financial) performance and position. Such statements are based on current expectations, estimates and projections of DSM and information currently available to the company. DSM cautions readers that such statements involve certain risks and uncertainties that are difficult to predict and therefore it should be understood that many factors can cause actual performance and position to differ materially from these statements. DSM has no obligation to update the statements contained in this press release, unless required by law. The English language version of the press release is leading.

For more information

Lieke de Jong-Tops

Senior Communications Manager
+31 45 578 2420

Dave Huizing

Vice President Investor Relations
+31 45 578 2864

Media Relations

+31 45 578 2420

Investor Relations

+31 45 578 2864