DSM-Firmenich AG acquired on 8 May 2023 Firmenich International SA by issuing 91,658,354 shares and paying €3.5 billion cash to the sellers of the Firmenich business in exchange for 8,019,000 shares out of 8,100,000 shares (100% minus any treasury shares held by Firmenich International SA) of Firmenich International SA. The cash amount was funded by a loan amounting to €3.5 billion (CHF 3.5 billion) granted by DSM N.V. According to the loan agreement, the usage of that loan amount is limited to the financing (directly or indirectly) of the cash component of the acquisition of the Firmenich shares, and the payment of costs, expenses and fees in connection with that transaction.
The loan has an initial maximum maturity term of 12 months with the option to extend this up to two times within the first six months. The interest rate is calculated based on the EURIBOR in relation to the relevant interest period plus a margin based on the runtime of the loan (varying from 0.25% per annum in case of a utilization period of 6 months at maximum to 0.55% per annum for a utilization period of 18–24 months). The loan was redeemed in 2023 upon receipt of upstream dividends from DSM B.V.
DSM-Firmenich AG will acquire via a buy-out procedure in accordance with section 2:359c of the Dutch Civil Code (DCC) the remaining 3.9% of DSM B.V.’s ordinary shares (6,696,477) The buy-out price agrees to the closing price of the dsm-firmenich share on 3 May 2023, which is €116.00. A liability towards the non-tendered shareholders of DSM B.V. has been recognised in the amount of €649 million (CHF 601 million) including €24 million (CHF 22 million) of accrued interest.
Other short-term payables to third parties
An amount of €1 million (CHF 1 million) payable to pension funds is included in Other short-term payables to third parties.
Other short-term payables to other group companies
The outstanding amount on Other short-term payables to group companies reflects the charges by DSM Services B.V. to DSM-Firmenich AG for its share in the merger transaction costs (€49 million / CHF 45 million) and in the costs of the Investor Relations department.