DSM-Firmenich AG to sell part of its stake in Robertet S.A.

• DSM-Firmenich AG, through its affiliate Firmenich International S.A. (“dsm-firmenich”), to sell c. 0.12 million Robertet S.A. (“Robertet”) ordinary shares representing c. 5% of Robertet share capital through an accelerated bookbuild offering to qualified investors only (the “Offering”).
  
  
• dsm-firmenich to sell through block sales (i) c. 0.23 million ordinary shares in Robertet, representing c. 10% of Robertet share capital in equal proportions to the Fonds Stratégique de Participations and Peugeot Invest and (ii) all its 0.12 million investment certificates to the Fonds Stratégique de Participations and Peugeot Invest (51,000 investment certificates each) and to the Maubert family (15,007 investment certificates).

Kaiseraugst (Switzerland), Maastricht (Netherlands), November 14, 2024

dsm-firmenich, which owns c. 0.39 million ordinary shares and c. 0.12 million investment certificates in Robertet (combined representing c. 21.8% of Robertet’s share capital), announces that it intends to sell c. 0.12 million Robertet ordinary shares, representing c. 5% of Robertet share capital, in an accelerated bookbuild offering to qualified investors only.

Alongside the Offering, dsm-firmenich will sell through block sales (i) c. 0.23 million ordinary shares in Robertet, representing c. 10% of Robertet share capital in equal proportions to the Fonds Stratégique de Participations and Peugeot Invest and (ii) all its c. 0.12 million investment certificates to the Fonds Stratégique de Participations and Peugeot Invest (51,000 investment certificates each) and to the Maubert family (15,007 investment certificates).

Upon completion of the above transactions, dsm-firmenich would retain a direct stake of c. 2% of Robertet share capital, which would be subject to a 60 day lockup undertaking as from the settlement, subject to certain customary exceptions.

Robertet shares are listed on the regulated market of Euronext in Paris (ISIN FR0000039091).

Bookbuilding of the Offering will commence immediately after publication of this press release. The final terms of the Offering are expected to be announced on November 15 at the latest and the settlement is expected to take place on or around November 19.

PDF version of this press release can be found on this link

For more information:

Media relations:
e-mail: media@dsm-firmenich.com 

Investor relations:
e-mail: investors@dsm-firmenich.com

About dsm-firmenich

As innovators in nutrition, health, and beauty, dsm-firmenich reinvents, manufactures, and combines vital nutrients, flavors, and fragrances for the world’s growing population to thrive. With our comprehensive range of solutions, with natural and renewable ingredients and renowned science and technology capabilities, we work to create what is essential for life, desirable for consumers, and more sustainable for the planet. dsm-firmenich is a Swiss-Dutch company, listed on the Euronext Amsterdam, with operations in almost 60 countries and revenues of more than €12 billion. www.dsm-firmenich.com

Important Notice

This press release may not be published, distributed or released in the United States of America, Australia, Canada, Japan or South Africa. The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Therefore, persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of ordinary shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

No communication and no information in respect of the sale by dsm-firmenich of investment certificates and shares of Robertet S.A. may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offer or sale of investment certificates and shares of Robertet S.A. on behalf of dsm-firmenich may be subject to specific legal or regulatory restrictions in certain jurisdictions. DSM-Firmenich AG, its shareholders, its affiliates and its advisors take no responsibility for any violation of any such restrictions by any person.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the “Prospectus Regulation”) and of Regulation (EU) 2017/1129 as it forms part of the United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”).

This press release is not an offer to the public other than to qualified investors, or an offer to subscribe or designed to solicit interest for purposes of an offer to the public other than to qualified investors in any jurisdiction, including France.
 

European Economic Area

With respect to the member States of the European Economic Area (each, a “Member State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring publication of a prospectus in any relevant Member State, including France. As a result, the securities may only be offered in relevant Member States (i) to qualified investors, as defined by the Prospectus Regulation; or (ii) in any other circumstances, not requiring dsm-firmenich to publish a prospectus as provided under Article 3(2) of the Prospectus Regulation. These selling restrictions with respect to Member States apply in addition to any other selling restrictions which may be applicable in any Member State.

United Kingdom

With respect to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus. As a result, the securities may and will be offered only (i) to qualified investors within the meaning of the UK Prospectus Regulation, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the UK Prospectus Regulation, or (iii) in accordance with the exemptions set forth in Article 1(4) of the UK Prospectus Regulation or under any other circumstances which do not require the publication by dsm-firmenich of a prospectus pursuant to Article 3 of the UK Prospectus Regulation.

The distribution of this press release has not been made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, in the United Kingdom, this press release is only being distributed to, and is only directed at, qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

United States

This press release does not constitute or form part of any offer of securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the law of any State or other jurisdiction of the United States, and may not be offered, sold, pledge or otherwise transferred in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. DSM-Firmenich AG does not intend to register all or any portion of the securities in the United States under the Securities Act or to conduct a public offering of the securities in the United States.

Canada

Any offer and sale of the ordinary shares in Canada will be made on a private placement basis only and is exempt from the requirement that the Company prepares and files a prospectus under applicable Canadian securities laws. Any resale of the ordinary shares into Canada must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the ordinary shares outside of Canada. There will be no public offering of the ordinary shares in Canada. This Announcement does not contain all of the information that would normally appear in a prospectus under applicable Canadian securities laws. No securities commission or similar authority in Canada has reviewed or in any way passed upon this Announcement or the merits of the ordinary shares. Any representation to the contrary is an offense. This Announcement is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the ordinary shares in Canada.

This press release may not be published, forwarded or distributed, directly or indirectly, in Australia, Canada, Japan or South Africa.The offer of bonds referred to in this communication was limited in the EEA and the United Kingdom to qualified investors only. The bonds have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) and will also not be registered with any authority competent with respect to securities in any state or other jurisdiction of the United States of America. The bonds may not be offered or sold in the United States of America without either registration of the securities or an exemption from registration under the US Securities Act being applicable.

The English language version of this press release prevails over other language versions.

Forward-looking statements

This press release may contain forward-looking statements with respect to dsm-firmenich’s future (financial) performance and position. Such statements are based on current expectations, estimates and projections of dsm-firmenich and information currently available to the company. dsm-firmenich cautions readers that such statements involve certain risks and uncertainties that are difficult to predict and therefore it should be understood that many factors can cause actual performance, transaction progress and positions to differ materially from these statements. dsm-firmenich has no obligation to update the statements contained in this press release, unless required by law. The English language version of this press release prevails over other language versions.