Dsm-firmenich Ag · EURONEXT:DSFIR
Dsm-firmenich — Merger or Acquisition (January 2023)
29 slides from Dsm-firmenich's merger presentation, Jan 23, 2023
Slide 1: Extraordinary General Meeting
Extraordinary General Meeting 23 January 2023
Slide 2: Deal Structure
Advertisement1 Deal Structure 2
Slide 3: Advertisement
1 Advertisement This presentation is an advertisement relating to the intention of the Company to proceed with the Exchange Offer and the Admission. This presentation does not constitute a prospectus. This presentation is for information purposes only and does not constitute, or form part of, an off
Slide 4: Recap of Transaction Structure
Recap of Transaction Structure STRUCTURE OVERVIEW TRANSACTION OVERVIEW, PROCESS AND TIMING Merger to be effected through public offer for DSM Ordinary Shares in exchange for DSM-Firmenich Ordinary Shares and contribution of Firmenich Ordinary Shares to DSM-Firmenich in exchange for DSM-Firmenich sha
Slide 5: DSM's business
DSM's business 4 "
Slide 6: Transformation into a Leader in Health, Nutrition & Bioscience
Transformation into a Leader in Health, Nutrition & Bioscience More than 150 years of Two decades of Unique business model and Serving highly attractive markets deep scientific heritage successful transformation rich innovation pipeline for people and the planet 1 1902: Royal DSM Health, Pioneer in
Slide 7: Delivering Strong Financial Returns and a Positive ESG Impact
Delivering Strong Financial Returns and a Positive ESG Impact Global food systems face huge DSM is uniquely positioned and This creates purpose-led Building a company that delivers environmental and societal has the capabilities positive impact for people and long-term, performance-driven challenges
Slide 8: Three Business Groups with Clear End-Market Orientation
Three Business Groups with Clear End-Market Orientation Animal Nutrition Health, Nutrition Food & Beverage & Health & Care Healthy diets for all through Radically more sustainable Keeping the world’s growing nutritious, delicious and animal farming population healthy sustainable solutions €3.3bn1 €2
Slide 9: Firmenich's business
Firmenich’s business 9
Slide 10: Firmenich: 127 Years of Business for Good
Firmenich: 127 Years of Business for Good Passion to Innovate with Lead with Differentiating Passion for Performance Guided by Our Values: Our Clients Ingredients Since 1895, Because We Care Leading portfolio of captive Customers and colleagues ingredients Leader and most vertically Creativity combi
Slide 11: Firmenich at a Glance
Firmenich at a Glance 4.7 Billion CHF 6.8% 20%+ Revenue Growth CAGR2 Adjusted EBITDA Margin3 Revenues1 8.5% of Revenues Invested Co-Leader in Perfumery & 100+ Ingredients4 in R&D in FY 2022 Markets 127 ~11,000 7.5 Years Swiss and colleagues1 Sustainalytics Rating Family-Owned Industry-leading ESG po
Slide 12: Leadership Across Business Units
Leadership Across Business Units TASTE & BEYOND PERFUMERY & INGREDIENTS ▪ Global player of scale ▪ Co-leadership position across Perfumery and 33% Ingredients segments 67% ▪ Leading innovator in Natural / Clean Label Transformation, Better Nutrition (Sugar Reduction) ▪ Leading portfolio of sustainab
Slide 13: Innovation Driving Revenue Growth
Innovation Driving Revenue Growth REVENUE GROWTH IN KEY INITIATIVES CONTINUED LEADERSHIP IN INNOVATION Sugar Plant-based Reduction Proteins +20% +114% New Ingredients: Accelerating the Consumer 100% natural Muguet Diet Transformation, with Firgood™ and biodegradable natural Lemon & Plant- Muguissimo
Slide 14: Leading with Excellence
Leading with Excellence Growing segments and Differentiated Offerings Customer Service Science Naturals Digitally Integrated Path2FarmTM 47 SFE5 & Jungle 250,000+ 99.9%+ production 4,000+ 450+ Top100 Nobel FirgoodTM 480+ Sustainable Farmers in Quality sites Patents Scientists Innovator4 Prize 1939 C
Slide 15: We are Enablers of Organic Growth for our Customers
We are Enablers of Organic Growth for our Customers Defensive End-Market • Resilient end market demand (consumer staples) Dynamics • Diversified across geographies, customers and segments • Growth delivery across both Perfumery & Ingredients and Taste & Beyond Commercial Momentum • Strong innovation
Slide 16: Complementary capabilities with DSM enabling us to benefit from this transformational moment
Complementary capabilities with DSM enabling us to benefit from this transformational moment for our business Passion to Innovate with Lead with Differentiating Our Clients: Enabled by Ingredients: Vertically world-class science and integrated with naturals & renowned creators renewables Passion for
Slide 17: Background and Rationale for the Transaction
Background and Rationale for the Transaction 17
Slide 18: Two Iconic Companies Coming Together
Two Iconic Companies Coming Together DSM Firmenich ▪ 150+ years of ground-breaking biotechnology & chemical synthesis ▪ 127-year heritage of purpose-led scientific discovery and innovation ▪ Led by purpose, developing world-changing innovations to benefit ▪ Outstanding track-record of developing cre
Slide 19: A Leading Creation and Innovation Partner in Nutrition, Beauty and Well-Being
A Leading Creation and Innovation Partner in Nutrition, Beauty and Well-Being Health, Four high-performing and complementary Nutrition Animal & Care Nutrition businesses uniquely positioned to address consumer 19% & Health trends 29% Food & Beverage / Unparalleled science and technology capabilities
Slide 20: Continued Purpose-Led Commitment to People and Planet
Continued Purpose-Led Commitment to People and Planet Sustainability as a core value embedded across both organizations' strategies Global recognition World-leading partnerships P:\PresentationCenter\London P - arisMaterials\ Brunello - UN Sustainabili tyWheel\UN SustainabilityWheel.ai Focused on ge
Slide 21: Synergies - Driving Substantial Value Creation with Low Integration Risk
Synergies - Driving Substantial Value Creation with Low Integration Risk Substantial Value Creation Revenue Synergy Breakdown ~€500m Sales Revenue Synergies Food & Beverage / 60% ~50 – 60% Taste & Beyond Cost Synergies ~40 – 50% 25% Health, Nutrition & Care 15% Perfumery & Beauty Total run-rate ~€35
Slide 22: Robust Financial Profile for Superior Shareholder Value Creation
Robust Financial Profile for Superior Shareholder Value Creation ▪ Mid-single-digit percentage of organic sales growth moving to a 5-7% range, supported Sales by revenue synergies and innovations Mid-Term Financial Objectives1 ▪ Adjusted EBITDA Margin moving to the 22-23% range, supported by synergi
Slide 23: Being Ready as from 'Day One' – Key Priorities
Being Ready as from ‘Day One’ – Key Priorities Business Continuity Operating Model Value Creation Behaviours & Values Business & functional integration Governance, decision-making Sourcing: Prepare for key “Values, behaviors and working supplier meeting norms for DSM-Firmenich" Processes & systems (
Slide 24: Creation and Innovation Partner with Excellent Capabilities to Better Serve Our Customers
Creation and Innovation Partner with Excellent Capabilities to Better Serve Our Customers Food & Beverage / Health, Nutrition & Animal Nutrition & Perfumery & Beauty Taste & Beyond Care Health 0132825-0000016 EUO3: 2011002404: 1
Slide 25: Time-line - Acceptance Period has been extended
Time-line - Acceptance Period has been extended ▪ Because not all required competition clearances will have been obtained by 31 January 2023, DSM and Firmenich have decided to extend the initial Acceptance Period ▪ Following an exemption granted by the AFM, the acceptance period will be extended unt
Slide 26: Back-end structure in <95% scenario (simplified)
“Back-end structure” in <95% scenario (simplified) STEP 1 – DUTCH STATUTORY TRIANGULAR MERGER STEP 2 – SALE OF DSM, DISTRIBUTION OF PROCEEDS: DSM-FIRMENICH SHARES Non-Tendering DSM-Firmenich DSM Non-Tendering DSM-Firmenich Shareholders Shareholders DSM Shareholders Shareholders DSM-Firmenich >5% DSM
Slide 27: Disclaimer - Risk factors
Disclaimer - Risk factors1 The following is a summary of the key risks that, alone or in combination with other events or circumstances, could have a material adverse effect on DSM-Firmenich's business, financial condition, results of operations or prospects, the Offering or the DSM-Firmenich Ordina
Slide 28: Other Disclaimers
Other Disclaimers NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION and undertakings in respect of their status as QIB (the QIB Confirmations), in order to receive the DSM-Firmenich Ordinary Shares on the Post- WHERE TO DO SO
Slide 29: Extraordinary General Meeting
Extraordinary General Meeting 23 January 2023