8-KMaterial AgreementsOther EventsExhibits & Filings

EIDP, Inc. 8-K Report, Material Agreement (Jan 12, 2011)

Filed January 12, 2011For Securities:CTA-PBCTA-PA

Summary

E. I. du Pont de Nemours and Company (DuPont) announced a significant strategic move on January 9, 2011, by entering into a definitive agreement to acquire Danisco A/S. This acquisition, valued at approximately $6.3 billion (including $5.8 billion in cash and $500 million in net debt), is being executed through DuPont's wholly-owned subsidiary, Denmark Holding ApS. The deal involves a public tender offer for all of Danisco's outstanding shares at DKK 665 in cash per share, which has been unanimously recommended by Danisco's Board of Directors, pending regulatory review. DuPont plans to finance this substantial acquisition using a combination of existing cash reserves ($3 billion) and newly issued debt. The company anticipates the transaction to close in early Q2 2011, subject to customary closing conditions such as regulatory approvals and a tender of over 90% of Danisco's shares, although DuPont retains the flexibility to waive certain conditions. This acquisition marks a substantial expansion for DuPont, likely aimed at strengthening its market position in key sectors through Danisco's assets and operations.

Key Highlights

  • 1DuPont enters into a definitive agreement to acquire Danisco A/S for approximately $6.3 billion.
  • 2The acquisition includes $5.8 billion in cash and approximately $500 million in Danisco's net debt.
  • 3The transaction will be conducted via a public tender offer by DuPont's subsidiary, Denmark Holding ApS, at DKK 665 per share.
  • 4Danisco's Board of Directors has unanimously recommended the tender offer to its shareholders.
  • 5The deal is expected to close in early Q2 2011, subject to regulatory approvals and tender of over 90% of Danisco shares.
  • 6DuPont plans to finance the acquisition with $3 billion in cash and the remainder through new debt.
  • 7The acquisition is a significant move by DuPont, aiming to enhance its market presence.

Frequently Asked Questions

This 8-K filing announces a material definitive agreement, specifically E. I. du Pont de Nemours and Company's (DuPont) agreement to acquire Danisco A/S for approximately $6.3 billion.

DuPont intends to finance the acquisition using a combination of approximately $3 billion in existing cash and the remainder through new debt issuance.

The acquisition is subject to customary closing conditions, including regulatory approvals and the successful tender of more than 90% of Danisco's outstanding shares. DuPont can waive certain conditions, such as accepting a lesser number of shares in specific circumstances.

DuPont anticipates the acquisition to be completed early in the second quarter of 2011.