DSM and Firmenich: have obtained all competition clearance

Kaiseraugst (CH) | Heerlen (NL) | Geneva (CH). (dsm / fisa) DSM and Firmenich jointly announce that they have obtained competition clearance from the Competition Commission of India (CCI) on 03 April 2023. DSM and Firmenich now have competition clearance in all required jurisdictions, as a result of which the Transaction Condition relating to the competition clearances has now been satisfied.

Acceptance period

In accordance with the exemption (ontheffing) granted by the Netherlands Authority for the Financial Markets (AFM) on 30 March 2023 and as set out in our joint press release of 31 March 2023, the extended acceptance period will expire on 17 April 2023 at 17:40 CEST. Certain intermediaries may set an earlier deadline in order to be able to timely communicate the tender to the exchange agent. For more information, please see the «Indicative timetable» below. The DSM Boards unanimously reiterate the recommendation to the DSM Shareholders to tender their DSM Ordinary Shares into the Exchange Offer.

Antitrust investigation

As indicated in our press release of 31 March 2023, Firmenich announced on 8 March 2023 that four antitrust authorities have started an industry wide investigation, and that unannounced inspections were carried out at Firmenich’s offices in France, Switzerland and the UK. Firmenich and DSM will provide a further update to the market shortly by way of a supplement to the Offering Circular.

Indicative timetable

On the basis that all other Transaction Conditions will be satisfied as well on 17 April 2023, the indicative timetable below lists the expected key dates for the remainder of the Exchange Offer and the Transactions.

Event Description Date
Acceptance Closing Date Acceptance Closing Date 17 April 2023
Unconditional Date The date on which the Company shall declare the Exchange Offer unconditional (gestand doen) 17 April 2023
First Trading Date The first trading date for the DSM-Firmenich Ordinary Shares on an as-if-and-when delivered basis 18 April 2023
Settlement Date The date on which (i) the DSM Ordinary Shares tendered under the Exchange Offer are transferred against payment of the Offer Consideration and (ii) the DSM-Firmenich Ordinary Shares are delivered in the systems of Euronext Amsterdam 20 April 2023
Firmenich Contribution Date The date on which the shares in the capital of Firmenich will be contributed to the Company Week commencing 08 May 2023

These dates and times are subject to change and references to time are to CEST.

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