DuPont has entered into a definitive agreement for the acquisition of Danisco, a global enzyme and specialty food ingredients company, for $5.8 billion in cash and assumption of $500 million of Danisco net debt. Upon closing, this transaction would establish DuPont as a clear leader in industrial biotechnology with science-intensive innovations that address global challenges in food production and reduced fossil fuel consumption.
“Danisco is a premier company, a long-time successful partner of DuPont and a proven innovator committed to sustainable growth,” said DuPont Chair and CEO Ellen Kullman. “Danisco has attractive, market-driven science businesses that offer clear synergies with DuPont Nutrition & Health and Applied BioSciences.
“This transaction is a perfect strategic fit with our growth opportunities and will help us solve global challenges presented by dramatic population growth in the decades to come, specifically related to food and energy. In addition, biotechnology and specialty food ingredients have the potential to change the landscape of industries, such as substituting renewable materials for fossil fuel processes and addressing food needs in developing economies, that will generate more sustainable solutions and create growth for the company,” Kullman said.
The acquisition is expected to be financed with about $3 billion in existing cash and the remainder in debt. The transaction is expected to close early in the second quarter and be cash and earnings accretive in 2012, the first full year of the combined entity.
DuPont has set its 2011 earnings per share outlook at a range of $3.30 to $3.60 per share. The anticipated impact of this transaction would reduce that outlook by $.30 to $.45 per share on a reported basis.
“Danisco has two well-positioned global businesses that strongly complement our current biotechnology capabilities, R&D pipeline, and specialty food ingredients, a combination that offers attractive long-term financial returns. This also would create new opportunities across other parts of the DuPont portfolio, including traditional materials science offerings,” said Kullman.
Danisco is a leading technology-driven organization, with outstanding research and application development capabilities. The company has specialty food ingredients, including enablers, cultures and sweeteners, that generate about 65 percent of total sales; and Genencor, its enzymes division, represents 35 percent of total sales. Danisco and DuPont are already joint venture partners in the development of cellulosic ethanol technology. Danisco has nearly 7,000 employees globally with operations in 23 countries.
The acquisition is to be effected through a public tender offer by a subsidiary of DuPont for all of Danisco’s outstanding shares at a price of DKK 665 in cash per share. Danisco has stated its intention to recommend the offer to its shareholders subject to and upon publication of the Offer Document relating to the tender offer following review by the Danish Financial Supervisory Authority. The transaction is subject to customary closing conditions, including certain regulatory approvals and the tender of more than 90 percent of the Danisco shares in the tender offer. DuPont has the right to waive such tender offer conditions and accept a lesser number of shares in certain cases.