Heerlen, NL, 16 February 2023 07:00 CET
|in € million||Full year 2022||Full year 2021||% Change||Volume||Price/mix||FX||Other|
|Adjusted EBITDA margin||16.6%||19.0%|
1) Continuing Operations reflects the results of DSM’s Health, Nutrition & Bioscience and Corporate Activities as of 1 January 2022. DSM’s Materials businesses have been reclassified to Discontinued Operations effective as of 1 January 2022
2) Adjusted EBITDA is an Alternative Performance Measure (APM) that reflects results from usual operations. Organic sales growth is the total impact of volume and price/mix.
Geraldine Matchett and Dimitri de Vreeze, Co-CEOs, commented: “DSM delivered a solid performance in 2022 against a background of continued global supply chain challenges and significantly higher energy and raw materials costs, consolidating the strong growth of 2021. Pricing actions to counter higher costs, supported top-line growth, however with a price-cost gap impacting near-term margins, especially in Animal, Nutrition & Health.
The fourth quarter saw overall continued resilient demand but also high raw materials costs, lower prices of some vitamins and customer de-stocking. These conditions have continued into 2023. We are navigating this near-term market volatility through ongoing pricing actions to mitigate residual inflation, reducing inventories and by focusing on operational costs. Given the positive structural long-term drivers of our business, underpinned by our strong pipeline of innovations, we confirm the mid-term targets for DSM.
We are pleased to have received overwhelming shareholder approval for the merger with Firmenich that will establish the leading creation and innovation partner in nutrition, beauty and well-being. With the integration plan in place, we now enter the final phase of the merger process and remind our shareholders to actively tender their shares in exchange for DSM-Firmenich shares.”
Given the proposed merger process is advanced, it is intended that DSM-Firmenich will provide an outlook for 2023 once DSM and Firmenich have been consolidated and the combined business plan is approved.
DSM became a Health, Nutrition & Bioscience (‘HNB’) company, organized, as of January 1, 2022, in three business groups: Animal Nutrition & Health; Health, Nutrition & Care; and Food & Beverage. Continuing Operations reflects the results of these three HNB businesses and Corporate Activities.
DSM has reclassified the Materials businesses as assets held for sale and presented them as Discontinued Operations in the Income Statement:
On May 31, 2022, DSM and Firmenich announced that they entered into a business combination agreement to establish through a merger of equals the leading creation and innovation partner in nutrition, beauty and well-being, DSM-Firmenich.
On November 22, 2022, DSM-Firmenich published the Offering Circular in relation to (i) the Exchange Offer pursuant to which eligible DSM shareholders are able to exchange their DSM ordinary shares for DSM-Firmenich ordinary shares, and (ii) the admission to listing and trading of DSM-Firmenich ordinary shares on Euronext Amsterdam.
On January 23, 2023, the Extraordinary General Meeting of DSM shareholders approved the transaction with an overwhelming majority of 99.86%.
DSM shareholders located outside the U.S., as well as DSM shareholders within the U.S. who are “qualified institutional buyers” as such term is defined under the U.S. Securities Act of 1933, are invited to tender their DSM ordinary shares in exchange for DSM-Firmenich ordinary shares under the Exchange Offer. The acceptance period during which eligible DSM shareholders can offer their DSM ordinary shares in exchange for DSM-Firmenich ordinary shares runs until at least 17.40 CET on March 7, 2023 and no later than 17.40 CET on April 11, 2023, depending on obtaining regulatory clearances as specified in the press release of 23 January 2023.
If, at the end of the acceptance period, all Transaction Conditions have been satisfied and DSM-Firmenich has accepted the tendered DSM ordinary shares unconditionally, DSM’s eligible shareholders will receive DSM-Firmenich ordinary shares on the basis of a 1:1 exchange ratio. The DSM-Firmenich ordinary shares will be listed on Euronext Amsterdam and will trade on an as-if-and-when-delivered basis as from the date on which DSM-Firmenich declares the Exchange Offer unconditional.
Subsequently, the shares in the capital of Firmenich will be contributed to DSM-Firmenich in exchange for DSM-Firmenich ordinary shares and an amount of EUR 3.5 billion cash (subject to potential adjustment).
If DSM-Firmenich does not acquire 100% of the DSM ordinary shares through the Exchange Offer, DSM-Firmenich may choose to implement the Buy-Out (if at least 95% of the DSM ordinary shares are acquired by DSM-Firmenich through the Exchange Offer) or the Post-Offer Merger and Liquidation (if at least 80% of the DSM ordinary shares are acquired by DSM-Firmenich through the Exchange offer). As a result, DSM-Firmenich will own all outstanding DSM ordinary shares and the DSM shareholders who did not tender, or were not eligible to tender their shares under the Exchange Offer will receive a cash payment (in case of the Buy-Out) or, eventually, DSM-Firmenich ordinary shares (in case of the Post-Offer Merger and Liquidation).
All information on the Exchange Offer and the merger of equals can be found at www.creator-innovator.com, subject to certain geographic restrictions on circulation of the Offering Circular set forth below under “General restrictions” and “United States of America”. DSM shareholders are urged to read all legal information, including the Offering Circular, relating to the Exchange Offer which can be found on that website. Terms used but not defined relating to the Exchange Offer have the same meaning as defined in the Offering Circular.
The distribution of the Offering Circular and/or the making of the Exchange Offer in jurisdictions other than the Netherlands may be restricted and/or prohibited by law. Please refer to the sections “General restrictions” and “United States of America” below for more details.
An interim dividend for the year 2022 of €0.93 per ordinary share was recognized as a liability in the second quarter of 2022. The total distribution amounted to €161m. This interim dividend was paid as from 26 August 2022 in cash after deduction of 15% Dutch dividend withholding tax.
Upon a successful completion of the merger transaction between DSM and Firmenich, DSM-Firmenich intends to offer a gross dividend to all DSM-Firmenich shareholders of in total €423m which is almost €1.60 per share as described in the Offering Circular. Subject to the General Meeting of DSM-Firmenich resolving to pay this dividend, eligible DSM shareholders who tender their DSM ordinary shares for DSM-Firmenich ordinary shares will receive a total dividend of about €2.53 over 2022 (vs €2.50 over 2021).
In line with DSM’s long-term purpose-led, performance-driven strategy, DSM aims to create value for all stakeholders through the focused development of scientific innovation and application of a growing portfolio of solutions that positively impact people and the planet.
DSM routinely evaluates what it can do to go further and faster toward building a resilient business with a minimal environmental footprint. Consequently, the company increased its target for cutting greenhouse gas emissions from its operations (scope 1 and 2) for the second successive year. The new target of an absolute reduction of 59% from 2016 levels by 2030 has been independently validated by the Science Based Targets initiative as aligning with limiting global warming to 1.5°C. This is possible because of DSM’s rapid action, including switching to renewable energy, where DSM now targets purchasing 100% of its electricity needs worldwide from renewable sources by 2030. This, and accelerated progress in reducing value chain (scope 3) emissions along with partners, provides the foundation for DSM’s net-zero by 2050 commitment. These efforts have again been acknowledged by CDP, a leading evaluator of corporate environmental disclosure, which awarded the company’s climate change strategy and water stewardship A ratings, making DSM one of only a handful of companies in its sector worldwide to achieve such recognition.
The health and well-being of people is core to DSM’s long-standing purpose so, within the context of considerable workplace change and societal challenges, DSM implemented various initiatives throughout the year to support employees and their families, from nutrition and immunity care to mental health. Safety across the company will be further scrutinized in 2023 after the frequency of recordable Injuries returned to pre-pandemic levels whilst COVID-19 restrictions eased in most countries. DSM’s people ultimately demonstrated tremendous fortitude during 2022 with employee engagement remaining at an all-time high.
DSM made good progress on its diversity, equity and inclusion efforts, with the representation of women at executive level improving again (26%, up from 23%). Employee Resource Groups, which support a broader agenda including generational and identity diversity, visible and non-visible disabilities, and LGBTQ+ inclusion, are now well established and helping DSM better reflect its global customer base and the needs of end-consumers.
1) Total Group unless otherwise stated; prepared in accordance with the reporting policies within DSM’s Integrated Annual Report 2021.
2) Revised in 2022. Previously set at 30% by 2030 in 2019 and strengthened to 50% by 2030 in 2021.
3) Estimated underlying cumulative structural improvement. The total absolute reduction was 35% versus the 2016 baseline.
4) Revised in 2022. Previously set at 75% by 2030 in 2019.
5) Annual survey of payroll employees, excluding recent acquisitions, disposals and DSM Engineering Materials.
Continuing Operations results:
o Animal Nutrition & Health: flat organic sales growth
o Health, Nutrition & Care: +6% organic sales growth
o Food & Beverage: +8% organic sales growth
|in € million||Q4 2022||Q4 2021||% Change||Volume||Price/mix||FX||Other|
The fourth quarter saw overall continued resilient demand while organic sales growth was impacted by near-term challenges, as indicated in the Q3 Trading Update in November 2022.
Volumes were down 3%, following strong volume growth of +10% in the prior year in Animal, Nutrition & Health and Food & Beverage. Health, Nutrition & Care saw soft demand in some dietary supplements categories in the quarter, as well as some de-stocking.
Pricing was up 6% in the quarter, which was incremental to a 4% increase in Q4 2021 and highlighted continued good momentum.
Despite a +6% contribution from foreign exchange effects, Adjusted EBITDA was down 11% due to high raw materials costs, lower vitamin prices and DSM’s inventory reduction actions. This decline was driven by Animal Nutrition & Health, whereas Health, Nutrition & Care, and Food & Beverage contributed positively.
The resulting Adjusted EBITDA margin of 15.2% had a 120bps dilutive mathematical effect from the price increases in the quarter.
Forward Looking Statements
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 positions 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.
The Exchange Offer is being made in and from the Netherlands with due observance of such statements, conditions and restrictions as are included in the Offering Circular. The Company reserves the right to accept any tender under the Exchange Offer, which is made by or on behalf of a DSM Shareholder, even if it has not been made in the manner set out in the Offering Circular.
The distribution of the Offering Circular and/or the making of the Exchange Offer in jurisdictions other than the Netherlands may be restricted and/or prohibited by law. In particular, subject to certain exceptions, the Offering Circular is not for general circulation in the United States. The Exchange Offer is not being made, and the DSM Ordinary Shares will not be accepted for purchase from or on behalf of any DSM Shareholder, in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offering Circular. Persons obtaining the Offering Circular are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents (to the extent applicable). Outside of the Netherlands, no actions have been taken (nor will actions be taken) to make the Exchange Offer possible in any jurisdiction where such actions would be required. In addition, the Offering Circular has not been filed with nor recognised by the authorities of any jurisdiction other than the Netherlands. Neither the Company, nor DSM, nor Firmenich, nor any of their advisers accept any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who forwards or intends to forward the Offering Circular or any related document to any jurisdiction outside the Netherlands should carefully read section 16 (Restrictions) and section 17 (Important Information) of the Offering Circular before taking any action. The release, publication or distribution of the Offering Circular and any documentation regarding the Exchange Offer, the making of the Exchange Offer or the issuance and offering of the DSM-Firmenich Ordinary Shares in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession the Offering Circular comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the law of any such jurisdiction.
United States of America
Unless otherwise determined by the Company, the Exchange Offer is not being, and will not be, made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of, interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States except to DSM Shareholders who (i) are "qualified institutional buyers" as such term is defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act, and each such person, a QIB) and (ii), to the Company's satisfaction (in its sole discretion), have duly completed and returned to the Company a letter confirming that it is a QIB and agreeing to certain transfer restrictions applicable to the DSM-Firmenich Ordinary Shares (a U.S. Investor Letter) available from the Company (each an Eligible U.S. Holder). Accordingly, to be eligible to receive DSM-Firmenich Ordinary Shares under the Exchange Offer, each DSM Shareholder that is a U.S. Person and that is a QIB must make their acceptance known through their custodian, bank or stockbroker by executing and delivering a U.S. Investor letter to such custodian or intermediary no later than 17:40 hours CET on the Acceptance Closing Date. The custodian, bank or stockbroker may set an earlier deadline for communication by DSM Shareholders in order to permit the custodian, bank or stockbroker to communicate its acceptances to the Settlement Agent (ABN AMRO) in a timely manner. Accordingly, Eligible U.S. Holders holding DSM Ordinary Shares through a financial intermediary should comply with the dates communicated by such financial intermediary, as such dates may differ from the dates and times noted in the Offering Circular.
The form of a U.S. Investor Letter will be distributed to custodians, nominees and other financial intermediaries to distribute to those they hold for in due course and is also available to QIBs from the Company. Any U.S. Person who is not a QIB, or in respect of whom no U.S. Investor Letter is received before 17:40 hours CET on the Acceptance Closing Date, will be a Restricted Shareholder and will be treated as set out under section 14.35 (Notice to DSM Shareholders in certain jurisdictions) of the Offering Circular.
The DSM-Firmenich Ordinary Shares have not been and will not be registered under the U.S. Securities Act or any other applicable law of the United States and accordingly, the DSM-Firmenich Ordinary Shares may not be reoffered, resold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
Any DSM Shareholder located in the United States at the time of the Transactions will be required to make certain representations, warranties and undertakings in respect of their status as QIB (the QIB Confirmations), in order to receive the DSM-Firmenich Ordinary Shares on the Post-Closing Acceptance Settlement Date.
If a beneficiary to DSM Ordinary Shares located in the United States is unable to make the QIB Confirmations on behalf of itself or the person on whose behalf such DSM Ordinary Shares are held, any DSM-Firmenich Ordinary Shares allotted to such person will instead be transferred to a sales agent, and such DSM-Firmenich Ordinary Shares will be sold on his, her or its behalf with the proceeds being remitted to such person within five days of the Settlement Date, for DSM-Firmenich Ordinary Shares allotted in exchange for DSM Ordinary Shares tendered during the Acceptance Period, or within five days of the Post-Closing Acceptance Settlement Date, for DSM-Firmenich Ordinary Shares allotted in exchange for DSM Ordinary Shares tendered during any Post-Closing Acceptance Period.
Additional information is included in section 16.1 (United States of America) of the Offering Circular.
Senior Communications Manager
+31 45 578 2420
Vice-President Investor Relations
+31 45 578 2864