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DSM Intends to Acquire 51% of AGI Corporation

Published on 2010-12-08. Author : SpecialChem

Royal DSM N.V., the global Life Sciences and Materials Sciences company headquartered in the Netherlands, has announced that it intends to acquire a 51% stake in AGI Corporation of Taiwan (AGI) through a subscription for newly to be issued shares combined with a public tender offer, subject to AGI corporate approvals and to regulatory and other customary conditions, approvals and notifications.

AGI offers a broad range of environmentally friendly UV (ultraviolet) curable resins and other products. These products are used in coatings for paper, wood, plastic and graphic arts applications. AGI reported net sales in 2009 of NTD 3,561 million (approximately € 90 million). AGI is listed on the emerging companies board of the GreTai Securities Market in Taipei. This intended transaction is consistent with DSM's strategic focus on high growth economies, sustainability, innovation and partnerships.

The intended acquisition will be for a 51% stake for about € 48 million and will consist of a mix of newly to be issued shares and purchases from existing shareholders by way of a public tender offer, as further described below.

Dimitri de Vreeze, President of DSM Resins, commented: "The acquisition of 51% of AGI will allow DSM Resins to strengthen its UV technology platform. UV curing is environmentally friendly and the winning technology for the future. UV paint and ink systems have a low eco-footprint in combination with low total operational costs. Therefore the acquisition will enhance the innovative and sustainable character of our portfolio. This expansion in UV paint and ink system markets will allow DSM Resins to realize its ambition to become the global leader in sustainable and innovative resins, the key ingredients of paints and inks. We look forward to working with AGI and its shareholders, management and employees to make the combination a success for all."

Nico Gerardu, Member of the DSM Managing Board and responsible for the Performance Materials cluster, commented: "The combination of AGI's technology and product portfolio with DSM Resins' global network and complementary solutions will bring substantial synergies and benefits to both companies and their shareholders. The proposed acquisition fits well within all of DSM's four growth drivers as defined in our corporate strategy DSM in motion: driving focused growth. In particular, it fits DSM's Performance Materials strategy to grow via innovative sustainable solutions in high growth economies."

It is currently anticipated that the public tender offer will be launched through a wholly-owned DSM subsidiary towards the end of Q1 2011 following AGI corporate approvals for the private placement of new shares. The tender offer and the private placement are mutually conditional upon each other. The overall transaction is subject to customary conditions precedent, including receipt of all required approvals and consents and no material adverse change having occurred. DSM intends to apply for regulatory approvals in Taiwan and other relevant jurisdictions shortly following this announcement.

DSM – the Life Sciences and Materials Sciences Company

Royal DSM N.V. creates solutions that nourish, protect and improve performance. Its end markets include human and animal nutrition and health, personal care, pharmaceuticals, automotive, coatings and paint, electrical and electronics, life protection and housing. DSM manages its business with a focus on the triple bottom line of economic performance, environmental quality and social responsibility, which it pursues simultaneously and in parallel. DSM has annual net sales of about €8 billion and employs some 22,700 people worldwide. The company is headquartered in the Netherlands, with locations on five continents. DSM is listed on Euronext Amsterdam.

Forward-looking statements

This press release may contain forward-looking statements with respect to DSM's future (financial) performance and position. Such statements are based on current expectations, estimates and projections of DSM and information currently available to the company. DSM cautions readers that such statements involve certain risks and uncertainties that are difficult to predict and therefore it should be understood that many factors can cause actual performance and position to differ materially from these statements. DSM has no obligation to update the statements contained in this press release, unless required by law. The English language version of the press release is leading.

A group of shareholders who together own approximately 16.4% of the current outstanding AGI shares have entered into agreements under which they have agreed to tender their shares to DSM. The intended transaction is expected to close in Q2 of 2011. However, the transaction process may be terminated if not all of the above approvals and consents are obtained, and conditions met, within six months.

Until the formal launch of the public tender offer, DSM will refrain from further comment. THIS PRESS RELEASE IS AN INDICATION OF INTENTION ONLY AND DOES NOT REPRESENT A TENDER OFFER OR OTHER OFFER TO PURCHASE ANY AGI SHARES.

Source: DSM


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