DuPont (Wilmington, Del.; www.dupont.com) 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’s net debt. Upon closing, this transaction would establish DuPont as a leader in industrial biotechnology with science-intensive innovations that address global challenges in food production and reduced fossil fuel consumption.
Danisco is a technology-driven organization, with strong research and application development capabilities. The company has specialty food ingredients, including enablers, cultures and sweeteners that generate about 65% of total sales; and Genencor, its enzymes division, represents 35% of total sales. Danisco and DuPont are already joint venture partners in the development of cellulosic ethanol technology (for more on this, see DuPont, Danisco JV breaks ground for biofuels facility and Bioalcoholic fuels). Danisco has nearly 7,000 employees globally with operations in 23 countries.
“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.”
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.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% 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.