Novozymes and Chr. Hansen Complete Merger, Forming Novonesis

TAGS:  Sustainability / Natural Adhesives    

Novozymes and Chr. Hansen entered into an agreement on December 12, 2022 to create a global biosolutions partner through a statutory merger of the two companies.

All regulatory approvals and registrations are now in place and the proposed combination is completed following the final registration with the Danish business authority.

Target Climate Neutral Practices

The combination of Novozymes and Chr. Hansen will create a global biosolutions partner with a broad biological toolbox and a diversified portfolio in attractive markets. The combined group will have annual revenue of approximately EUR 3.7 billion1 with solid profitability and cash generation.

Half of the portfolio will focus on enabling healthier lives and producing better foods. The other half will address reducing chemical use and targeting climate neutral practices.

The combined group will operate a global network of R&D and application centers as well as manufacturing sites and will employ around 10,000 talented and purpose-driven employees who are inspired by the power of biosolutions.

“We have successfully combined Novozymes and Chr. Hansen and today we come together as one leading global biosolutions partner. Novonesis combines our joint strengths and the wonders of biology, and we are set to lead a new era of biosolutions. We will innovate and develop transformative biosolutions that improve the way we all produce, consume and live. And we have gathered the brightest minds and together with my 10,000 colleagues, we will unlock the limitless potential of biosolutions,” said Ester Baiget, president and CEO of Novonesis.

“I am pleased to witness the realization of the Novozymes and Chr. Hansen combination, creating a true global biosolutions leader. We will continue to create powerful biosolutions for our customers and partners based on our more than 100 years of innovation and application expertise. Together, we will serve as a growth partner to our customers; a value creator to our shareholders; and a company that has a significant, positive impact on society and the planet. Novonesis builds on a shared heritage of sustainability leadership and will keep leading the way,” said Cees de Jong, chairman of Novonesis.

Financial Ambitions as Communicated on December 12, 2022

• An expected organic revenue growth of 6-8% (CAGR) through 2025²
• An expected EBIT margin of 29% by 2025 excluding integration costs and PPA amortization³
• Annual revenue synergies are estimated at EUR 200 million with an EUR 80-90 million EBIT impact achievable within four years of completion and an estimated EUR 80-90 million in cost synergies achievable within three years of completion
• Beyond 2025, the ambition is to continue to deliver accelerated sustainable growth from the underlying business coupled with new, and de-risked, innovation and growth opportunities
• EPS, excluding integration costs and PPA amortization, is expected to be mid-single digit percentage accretive in the third year of completion
• No additional debt is expected to be issued because of the transaction, and leverage at completion is expected to be 1.3-1.7x, which is also the expected future net debt level
• A continuation of historic shareholder dividend payout ratio of ~50% is expected

Sustainability Ambitions as Communicated on December 12, 2022

• Emissions⁴: Carbon neutrality by 2050; 75% reduction in absolute CO₂ emissions from operations (scopes 1+2) and 35% reduction in absolute CO₂ emissions from supply chain (scope 3) by 2030
• People⁵: Minimum 45% women and 45% men across all professionals and senior management by 2030

Proforma numbers for Novonesis including revenue, organic revenue growth, key financial numbers as well as 2024 outlook will be provided no later than March 31.

Novonesis will host a Capital Markets Day in London on June 18, 2024. Focus will be on the integration, synergies, financials, and the power of the combined technology platform. Further details will be shared at a later stage.

Reporting Structure and Currency

Novonesis will be reporting in EUR. For the first and third quarters, trading statements providing revenue and organic revenue growth will be released along with any potential updates to the financial outlook. Full consolidated financial statements including profitability for the two divisions will be provided in future half and full-year earnings releases.

Revenue will be reported for two divisions. For each division, additional revenue performance will be provided for the following sales areas:

Food & Health Biosolutions

• ‘Food & Beverages’ (Novozymes’ Food & Beverage and Chr. Hansen’s Food Cultures & Enzymes)
• ‘Human Health’ (Novozymes’ Human Health and Chr. Hansen’s Human Health)

Planetary Health Biosolutions

• ’Agriculture, Energy & Tech’ (Novozymes’ Bioenergy, Agriculture & Animal Health/ Nutrition, Grain & Tech Processing and Chr. Hansen’s Animal & Plant Health)
• ‘Household Care’ (Novozymes’ Household Care)

Board of Directors and the Executive Leadership Team

Novozymes expects to convene an extraordinary general meeting for the purpose of electing new members to the board of directors and to seek approval of Novonesis as a new secondary company name.

The board of directors will initially, in addition to the employee-elected board members, consist of nine shareholder-elected board members to ensure a strong integration of the two companies. It is anticipated that the following individuals will be nominated for election to the board of directors of the combined company at the extraordinary general meeting:

Proposed Board of Directors (Excluding Employee Elected)

• Cornelis (Cees) de Jong, as Chair (independent)
• Jesper Brandgaard, as Vice Chair (independent)
• Heine Dalsgaard (non-independent)
• Sharon James (independent)
• Kasim Kutay (non-independent)
• Lise Kaae (independent)
• Kevin Lane (independent)
• Morten Otto Alexander Sommer (independent)
• Kim Stratton (independent)

Executive Leadership Team

As announced on October 10, 2023, the following nine executives have been appointed to the future Executive Leadership Team:

• Ester Baiget, CEO
• Rainer Lehmann, CFO
• Jacob Paulsen, EVP, Food & Beverage Biosolutions
• Amy Byrick, EVP, Human Health Biosolutions
• Tina Sejersgaard Fanø, EVP, Planetary Health Biosolutions
• Claus Crone Fuglsang, Chief Scientific Officer
• Anders Lund, Chief Operating Officer
• Henrik Joerck Nielsen, EVP, Strategy & Integration
• Morten Enggaard Rasmussen, EVP, People & Stakeholder Relations
• Winnie Bügel, General Counsel – Legal (temporary role)

^1. Combined financials are based on Chr. Hansen’s unaudited Q4 Interim report 2022/23 and Novozymes’ unaudited interim reports for 9M 2023 and Q4 2022. Novozymes figures have been converted from DKK to EUR using a single FX rate of 7.44 for purposes of translation only.

^2. Using 2023 as the base year. Expectation reflects each individual company’s previously communicated targets adding synergies from the combination. Note that all targets assume constant currencies, no additional acquisitions, no divestments, no special items, a gradual normalization of the global economy.

^3. Estimated integration costs of EUR 250 million, of which approximately EUR 50 million would be capitalized, are expected through 2026. PPA is defined as Purchase Price Allocation. The estimate reflects each individual company’s previously communicated targets adding synergies from the combination. Note that all targets assume constant currencies, no additional acquisitions, no divestments, no special items or other extraordinary effects, a gradual normalization of the global economy.

^4. Non-financial ambition based on Novozymes’ targets. Base year for CO₂ emissions: Novozymes 2018, Chr. Hansen 2019/2020.

^5. Non-financial ambition based on Novozymes’ targets.

Source: Novozymes