DuPont Publishes Offer Document in Relation to its Offer for Danisco

Together, the two organisations are expected to benefit from the power of industrial biotechnology over multiple product lines and industries, creating significant growth opportunities in biofuels, biomaterials and other emerging technologies.

1/24/2011 --- Further to the announcement on 10 January 2011 regarding a voluntary recommended public offer from DuPont and its fully owned subsidiary DuPont Denmark Holding ApS for Danisco, DuPont has published its Offer Document and Danisco’s Board of Directors has published its statement on the offer where the Board unanimously recommends that shareholders accept the offer.

Highlights

* DuPont will offer DKK 665 for each share of Danisco in cash, equivalent to a total transaction value of DKK 36.1 billion.
* The offer represents a 25% premium to Danisco’s closing share price on 7 January 2011, a 40% premium to the last three month’s average share price and a 90% premium to the share price on 7 January 2010.
* The offer represents a multiple of 12.8x EBITDA based on the last twelve months.
* The transaction represents a strong strategic fit and creates new growth opportunities for both companies.

Jørgen Tandrup, Danisco’s Chairman of the Board of Directors, said:

”We are recommending that shareholders accept the offer from DuPont. Following an unsolicited approach from a third party other than DuPont to acquire Danisco last year, the Board pursued a thorough and structured sale process to investigate the best possible outcome for shareholders and the company. This sale process took several months and involved a number of potential strategic buyers.

Throughout the process and in our negotiations with potential bidders, the Board has focused on maximising value for shareholders and on delivering a transaction with maximum possible certainty. The offer from DuPont succeeds in meeting both of these objectives and was the most attractive offer in terms of price. The Board believes that the offer price is fair and represents full value for Danisco.

It provides shareholders with an attractive premium, even compared with the recent historic high prices for Danisco's shares, and a 90% premium compared to our share price one year ago.

In considering whether to recommend the offer, the Board has also carefully considered the relative merits of continuing Danisco's current stand alone strategy. However, the Board strongly believes that the offer from DuPont compares favourably with any such stand alone strategy, given the execution and other risks associated with such a strategy. The Board therefore fully supports the offer, and recommends that shareholders accept.”

Background to the offer

DuPont is a market-driven science company, delivering innovative solutions to meet key global needs in food, safety and sustainability. Danisco is a technology-driven organisation with exceptional scientific capabilities in enzymes and food ingredients.

Together, the two organisations are expected to benefit from the power of industrial biotechnology over multiple product lines and industries, creating significant growth opportunities in biofuels, biomaterials and other emerging technologies.

In addition, DuPont currently operates certain health and nutrition activities. In combination with the broad and deep food ingredients portfolio of Danisco, the new organisation could develop a more comprehensive offering for the food industry, driving growth in each of the individual components.

Given the strong research, innovation and applications development capabilities of DuPont and Danisco, the two companies are well suited to build their existing offerings and drive first-class innovation in a combined effort. Success in achieving this objective will benefit both entities and the people they employ.

If the offer is successful, an integration process will be undertaken utilising the knowledge and guidance of a joint DuPont and Danisco team to devise the optimum operating structure to leverage the complementary capabilities and efficiencies of the combined businesses.