Dsm-firmenich Ag · EURONEXT:DSFIR
Dsm-firmenich — Merger or Acquisition (November 2022)
23 slides from Dsm-firmenich's merger presentation, Nov 22, 2022
Slide 1: DSM & Firmenich: A Leading Creation and Innovation Partner
ADVERTISEMENT1 DSM & Firmenich A Leading Creation and Innovation Partner in Nutrition, Beauty and Well-Being 22 November ’22 CEOs’ webcast launch Offering Circular 1
Slide 2: 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 3: 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
Slide 4: 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 5: Another Milestone - Offering Circular Merger DSM-Firmenich
Another Milestone - Offering Circular Merger DSM-Firmenich ▪ The Merger consists of 3 key transactions: (i) An Exchange Offer pursuant to which DSM’s existing shareholders1 will be able to exchange their DSM Ordinary Shares for DSM-Firmenich Ordinary Shares (ii) The contribution of all the Firmenich
Slide 6: 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 7: Board of Directors
Board of Directors1 Chairman Vice Chairman Directors Thomas Leysen Patrick Firmenich Erica Mann Corien Wortmann – André Pometta Vacancy2 (independent) (Firmenich Nominated (independent) Kool (Firmenich Nominated (independent) Director) (independent) Director) Directors Antoine Firmenich Richard Ridi
Slide 8: Executive Committee
Executive Committee Geraldine Matchett Dimitri de Vreeze Emmanuel Butstraen Sarah Reisinger Ilaria Resta Co-CEO incl. CFO Co-CEO incl. COO Leading Integration Leading Science & Research Leading Perfumery & Beauty responsibilities responsibilities Patrick Niels Philip Eykerman Ivo Lansbergen Jane Sin
Slide 9: Unaudited pro-forma and combined Financial Information
Unaudited pro-forma and combined Financial Information Financial year ending 31 Dec 2021 6 months ending 30 Jun 2022 DSM2 Firmenich3 DSM- DSM4 Firmenich5 DSM- FY 2021 CY 2021 Firmenich H1 2022 H1 2022 Firmenich Sales1 €7.3bn €4.2bn €11.4bn €4.1bn €2.4bn €6.5bn Organic 9% 10% 10% 10% Growth6 Adj. EBI
Slide 10: Firmenich: Leading with Excellence
Firmenich: Leading with Excellence Winning with the winners CHF 4.7bn +11% +11% Revenue, FY22 Revenue growth1, Adj. EBITDA growth (June-End) FY22 (June-End) FY22 (June-End) Perfumery & Ingredients Taste & Beyond Sustainability Leading A global Integrated Creativity leader +31%2 +20%2 +114%2 Naturals
Slide 11: Firmenich: Leading with Excellence
Firmenich: Leading with Excellence Growing segments and Differentiated Offerings Customer Service Science Naturals Digitally Integrated Path2FarmTM 47 SFE4 & Jungle 250,000+ 99.9%+ production 4,000+ 450+ Top100 Nobel FirgoodTM 480+ Sustainable Farmers in Quality sites Patents Scientists Innovator3 P
Slide 12: 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 13: Strong Commercial Momentum
Strong Commercial Momentum CY 2021 (Jan – Dec 2021) CY 2022 YTD (Jan – Sep 2022) 10.2% 9.6% CY Organic 7.1% Revenue Growth 6.1% at Constant Currency (%)1 Competitor 1 Competitor 1 13 Source: Firmenich filings, Competitor quarterly press releases. (1) Reflects organic revenue growth at constant curre
Slide 14: Q1 FY2023 Results Disclosure
Q1 FY2023 Results Disclosure Revenue & Growth (in CHFm) Commentary Organic Growth at Constant Currencies1: +10.7% • 10.7% organic growth at constant Reported Growth : currencies in Q1 FY23 +8.8% Volume / mix ▲▲ • Reported growth of 8.8% driven by Pricing ▲▲ balanced contribution of volume / mix FX ▼
Slide 15: Key Merger steps and Time-line to Acceptance Closing Date
Key Merger steps and Time-line to Acceptance Closing Date1 Event1 Process up to Completion Tuesday 22 November 2022 AFM approval of Offering Circular, publication Offering Circular and Position Statement and convocation of DSM EGM Wednesday 23 November 2022 at 09:00 CET Start Acceptance Period pursu
Slide 16: Key Merger steps and indicative Time-line
Key Merger steps and indicative Time-line1 in case Acceptance Closing Date will be 31 January Event1 Process up to Completion If one or more of the Transaction Conditions is not satisfied, Acceptance Closing Date on 31 January 2023 may be extended by no less than two weeks and no more than ten weeks
Slide 17: Being Ready as from Day 1 after closing – Key Priorities
Being Ready as from Day 1 after closing – 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 &
Slide 18: 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 / Taste & 60% ~50 – 60% Beyond Cost Synergies ~40 – 50% 25% Health, Nutrition & Care 15% Perfumery & Beauty Total run-rate ~€35
Slide 19: 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 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: 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 22: Other Disclaimers
Show slide, don’t present 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 o
Slide 23: Q&A
Q&A Food & Beverage / Health, Nutrition & Animal Nutrition & Perfumery & Beauty Taste & Beyond Care Health 0042040-0000013 EUO3: 2010408627: 4
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