DuPont's Raised Bid For Danisco Backed By Key Shareholder
April 30 2011 - 7:59AM
Dow Jones News
U.S. chemicals company E.I. DuPont de Nemours & Co.'s (DD)
raised bid for Danish food ingredients and enzymes manufacturer
Danisco A/S (DCO.KO) received key support Saturday, as one of
Danisco's two largest shareholders chose to break its silence and
back the offer, which values the company at $6.64 billion.
"I think it's a very attractive offer, and we intend to accept
it," head of equity investments at Danish pension fund ATP, Claus
Wiinblad told Dow Jones Newswires in a telephone interview.
ATP, which holds a 5% stake in Danisco, had declined to comment
on the initial offer, thereby lending indirect support to the group
of industrial investors that had called for a higher offer
price.
Friday night, 15 minutes before the offer period expired, DuPont
chose to raise its cash offer to DKK700 a share, from DKK665
previously, and extended the acceptance period to May 13. It also
lowered the 90% acceptance rate on which it had conditioned the
offer to 80%.
"We had chosen to remain silent, because it appeared clear to us
early in the process that it would be very difficult for DuPont to
reach the 90%, and because we believed we could achieve a higher
price," Wiinblad said.
ATP had been in a continuous dialogue with DuPont ahead of the
offer revision Friday, Wiinblad said. ATP had communicated its
views of what an acceptable offer would be, he said, and while he
declined to detail ATP's position in the talks, Wiinblad underlined
that the pension fund is very pleased with the final offer.
"We have reached a price level now, where I think there's a good
chance that the deal will go through. We have an offer now that we
are happy to back," Wiinblad said.
DuPont chose to raise its offer after it had to acknowledge the
initial offer would fall significantly short of the needed 90%
acceptance rate. At 1500 GMT Friday, five hours before the offer
period was due to expire, shareholders representing merely 48.2% of
the share capital had accepted the offer.
The revised offer was also received well Saturday by Danisco's
supervisory board chairman, Joergen Tandrup, who told Danish
broadcaster TV2 News that the board strongly urges the investors to
accept the offer.
"I clearly advise our shareholders to take this offer. It's
extremely attractive, and a further raise is out of the question.
This is the final bid," Tandrup said.
"It's unrealistic that Danisco would be able to support a share
price of DKK700 in a stand-alone scenario," he said.
DuPont had placed its bid back in January, and the offer period
had already been extended twice before Friday, while the proposed
deal awaited regulatory approvals. According to the rules imposed
by the Danish financial market authority, Finanstilsynet, the offer
can only be extended three times. DuPont also stated in a statement
Friday that the revised offer is "the best and final offer".
"This is the very last shot in the rifle," Wiinblad concluded.
"There's nothing more to get. We hope it will be accepted," he
said.
The position of Danisco's other key shareholder, U.S. hedge fund
Elliott, has still not been communicated. Elliott which had been
very vocal in its call for a higher offer price, has stocked up its
stake in the past weeks to just above 5%. Regardless of Elliott's
view on the new offer, however, ATP's backing and the lowered
acceptance rate condition, has made it considerably more difficult
for unhappy investors to block the deal.
If DuPont is successful with its revised offer, it will be the
largest acquisition the chemicals giant has made since 1999.
Danisco's share price has risen 31% since the start of the year,
and closed up 2.1% on Friday, at DKK668.
-By Flemming Emil Hansen, Dow Jones Newswires; +45 33 12 44 88;
flemming.hansen@dowjones.com