DuPont Raises its Offer for Danisco by 5.3%

The tender offer period has been extended for the last time to May 13, 2011. DuPont also announced that it has exercised its right to reduce the minimum number of shares required to be tendered to 80 percent from 90 percent in order to close the tender.

5/2/2011 --- DuPont raised its $5.8 billion offer for Danish food-additives maker Danisco by about 5.3 percent in what it called a best and final proposal.

DuPont said Friday it was offering 700 Danish kroner ($139.12) per share for Danisco, and extending the offer period for the last time to May 13. Today, the Danisco Board unanimously recommended that shareholders take the new offer. "The board confirms that it believes that the increased offer price represents compelling value for the shareholders of Danisco and reiterates its unanimous recommendation to shareholders to accept the Offer before 13 May 2011, when the offer period expires," Jørgen Tandrup Chairman of the Board of Directors said.

The tender offer period has been extended for the last time to May 13, 2011, at 11 p.m. CEST (5 p.m. EDT). DuPont also announced that it has exercised its right to reduce the minimum number of shares required to be tendered to 80 percent from 90 percent in order to close the tender.

“These terms represent our best and final offer,” said DuPont Chair and CEO Ellen Kullman. “This increase in the offer price and reduced minimum tender requirement will allow shareholders to tender with confidence, given the premium value and certainty of this offer. We believe the positive outlook and strong recent performances of both companies support these final terms and we remain confident this will bring the transaction to a successful and swift conclusion.

“We continue to believe the strategic and financial logic of this acquisition will deliver significant benefits to shareholders, customers and employees of both companies. However, unless 80 percent of Danisco shares are tendered by the May 13 deadline, we will end our offer, continue executing DuPont’s successful growth strategy, and explore other paths for achieving the benefits that Danisco would have offered us,” Kullman noted.

"I am pleased to announce ATP's support of DuPont's increased offer, which comes following my discussions with DuPont regarding the interests of all of Danisco's shareholders. I ask that all Danisco shareholders join with ATP in supporting this compelling opportunity by tendering their shares in the offer," said Claus Wiinblad, Head of Danish Equities, ATP.

DuPont’s DKK 700 final offer represents a 67 percent premium compared to the average price of Danisco’s shares in the 12 months prior to the Jan. 9 announcement of the announcement agreement; 39 percent compared to the average price during the last month prior to Jan. 9; and 32 percent compared to closing price on the last trading day prior to Jan. 9.

All other terms and conditions of the tender offer remain unchanged. As previously announced, all regulatory conditions have now been met and the fully financed tender offer can be completed on May 13, 2011. DuPont estimates that, as of the close of business on April 29, Danisco shareholders had tendered approximately 48 percent of the outstanding shares to DuPont Denmark Holding ApS. 2
If the revised tender offer is completed, Danisco shareholders who have already tendered their shares will receive the increased offer price and they do not need to take any additional action to receive the new price.

DuPont offered 665 Danish kroner in January and had extended the offer since then.

At the end of the business day Friday, shareholders had tendered about 48 percent of Danisco shares, DuPont said.

Earlier Friday, Danisco announced that U.S. hedge fund group Elliott, which called the original offer too low, had raised its stake in the company to about 5 percent.

Danisco A/S received information from Elliott International L.P./ The Liverpool Limited Partnership via Elliott Advisors (UK) LTD that Elliott as per 28 April 2011 is holding 2,407,083 shares in Danisco A/S (5.05%).