EXHIBIT 99.2
EXECUTIVE BOARD
Notice no. 02/2005
27 January 2005
Danisco to acquire Genencor
Danisco, one of the world's largest producers of food ingredients, and Genencor
International, Inc. (Nasdaq: GCOR) ("Genencor"), a diversified biotechnology
company that develops and delivers innovative products and services into the
health care, agri-processing, industrial and consumer markets, today jointly
announced that they have signed a definitive agreement for Danisco to acquire
all of the outstanding shares of common stock of Genencor, other than those held
by Danisco, Eastman Chemical Company ("Eastman") or their respective
subsidiaries, for USD 19.25 per share in cash.
In connection with the definitive agreement with Genencor, Danisco has entered
into a definitive stock purchase agreement Eastman under which Danisco will
acquire all of the outstanding shares of common stock of Genencor held by
Eastman for USD15 per share in cash and all of the outstanding shares of
preferred stock of Genencor held by Eastman for USD 44 million in cash, subject
to adjustment in certain instances. Danisco and Eastman currently each own
approximately 42% of Genencor's outstanding shares of common stock and 50% of
Genencor's outstanding shares of preferred stock.
Transaction facts:
o Danisco will acquire the shares in Genencor held by Eastman. Total
acquisition price amounts to DKK 2,413 million (USD 419 million) including
preferred shares.
o Danisco will commence a tender offer of USD 19.25 per share to the other
shareholders in Genencor. A special committee of independent directors of
Genencor has reviewed the tender offer transaction on behalf of the
Genencor stockholders unaffiliated with Danisco and Eastman. Upon the
recommendation of the special committee, the board of directors of Genencor
has approved the acquisition agreement and the transaction.
o Completion is expected no later than May 31 2005 following completion of
the tender offer.
o Following completion, Genencor will be a wholly-owned subsidiary of
Danisco.
o The final transaction is conditional on acquiring a majority of the shares
held by public shareholders.
o Danisco has obtained financing for the acquisition through its existing
bank relations.
Strategic rationale:
o Genencor's intensive focus on research and development and world-class
capabilities in enzyme discovery, optimisation and production will fill
Danisco's gaps in the enzyme value chain. Combined with Danisco's
capabilities in enzyme application and development for food
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and feed along with our strong global platform for selling and servicing
these two industries, this will give a significant competitive edge for the
Danisco divisions dealing with food and feed enzymes.
o An acquisition will position Danisco as a major player in a new profitable
business area, industrial enzymes. Furthermore, it will add new exciting
technology developments within bio-ingredients in new industries such as
personal care.
o Through this new business area, Danisco will be able to service the same
customers in more ways, in particular large multinationals with household
personal care and food product portfolios.
Further information will follow when the deal has been finalised.
Comments from management
Danisco CEO Alf Duch-Pedersen said: 'Our acquisition of Genencor will enhance
Danisco's strong capabilities in enzymes for food and feed. Being an advanced
and recognised biotech business, Genencor will expand our knowledge base
significantly and broaden our access to a new important business area,
industrial enzymes.'
'Our two companies know each other well and the synergy is obvious,' said
Jean-Jacques Bienaime, Chairman and CEO of Genencor. 'Now, we will have the
depth and the reach to achieve the vision we've had for our business.'
The history of Genencor and Danisco
Danisco's interest in enzymes, including industrial enzymes, dates back more
than 35 years. When Danisco acquired Cultor in 1999, this interest in industrial
enzymes was renewed, but neither Danisco nor Eastman was able to agree on a
valuation whereby one could buy out the other. At that time, Danisco had entered
into a strategic process and decided to focus on its world-class positions
within food ingredients and sugar and as a consequence divest its activities
outside of these business areas. Danisco believes that food ingredients will be
a substantial growth driver, with the goal of doubling the business through
organic growth and acquisitions.
About Genencor
Genencor International is a diversified biotechnology company that develops and
delivers innovative products and services into the health care, agri-processing,
industrial and consumer markets. Using an integrated set of technology
platforms, Genencor's products deliver innovative and sustainable solutions to
improve the quality of life. Genencor traces its history to 1982 and has grown
to become a leading biotechnology company with over USD 380 million in 2003
annual revenues. Genencor has principal offices in Palo Alto, California;
Rochester, New York and Leiden, the Netherlands.
About The Tender Offer
Danisco expects to commence the tender offer as soon as practicable. Once the
tender offer is commenced, offering materials will be mailed to Genencor
shareholders and Danisco will file all necessary information with the United
States Securities and Exchange Commission. Genencor shareholders and other
interested parties are urged to read Danisco's tender offer statement and other
relevant documents filed with the SEC when they become available because they
will contain important information. Genencor shareholders will be able to
receive such documents free of charge at the SEC's web site, www.sec.gov, or
from Danisco by using the 'Investor Relations' contact information below.
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Danisco will be holding a conference call today for investors and analysts at
3.30 pm CET. The dial in number is +353 1 439 0433 and 70 25 23 00 for Danish
participants. You can follow the webcast via www.danisco.com. There is a press
conference today at 5 pm at Danisco headquarters at Langebrogade, Copenhagen.
For further information, please visit:
www.genencor.com
www.danisco.com
www.eastman.com
Yours faithfully
Alf Duch-Pedersen
CEO
For further information, please contact:
Investor Relations, tel.: +45 3266 2912, investor@Danisco.com
Media Relations tel.: +45 3266 2913, info@Danisco.com
Danisco develops and produces food ingredients, sweeteners and sugar. The
group employs approx. 9,000 people in some 40 countries and reported net
sales of DKK 16.4 billion in 2003/04. Danisco's broad product portfolio
includes emulsifiers, stabilisers, cultures, flavours and sweeteners such
as xylitol and fructose. The majority of these ingredients are produced
from natural raw materials and contribute, for instance, to improving the
texture in bread, ice cream, yoghurt and other products. Danisco is also
one of the largest and most efficient sugar producers in Europe.
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