DSM and Firmenich to merge in EUR 42bn transaction, becoming the leading creation and innovation partner in nutrition, beauty and well-being
31 mai 2022 – DSM and Firmenich have entered into a business combination agreement to establish the leading creation and innovation partner in nutrition, beauty and well-being. Once the merger is completed, DSM-Firmenich, a newly incorporated Swiss-domiciled company, will hold the DSM and Firmenich businesses and will be listed on Euronext Amsterdam. The merger will be effected by a public exchange offer to exchange DSM shares for DSM-Firmenich shares and the contribution of all Firmenich shares in exchange for DSM-Firmenich shares and a cash consideration. The transaction remains subject to customary conditions and is expected to close in the first half of 2023.
DSM has transformed during its 150+ year history into today’s health, nutrition & bioscience global leader. The Dutch-Swiss company specializes in nutritional ingredients for food and feed with proven world-leading bioscience capabilities and an international network of high-quality manufacturing sites that underpin a business model of global products, local solutions and personalization and precision. For Health, Nutrition & Bioscience (excluding Materials), DSM delivered EUR 7.3bn of sales in the calendar year 2021, with adjusted EBITDA of EUR 1.4bn and an adjusted EBITDA margin of 19%.
Firmenich is the world’s largest privately-owned fragrance and taste company and has been family-owned for 127 years. The Swiss company specializes in perfumes, flavors, and ingredients and is renowned for its world-class research as well as leadership in sustainability. Firmenich delivered CHF 4.5bn of sales in the calendar year 2021 with Adjusted EBITDA margin of 20%.
Walder Wyss advised DSM in connection with the transaction. The team was co-led by Thomas Meister (Partner, Tax) and Thiemo Sturny (Partner, Capital Markets/M&A) and further included Dimitrios Berger (Senior Associate, Capital Markets/M&A), Janine Corti (Counsel, Tax), Alex Nikitine (Partner, Capital Markets/M&A), Lukas Wyss (Partner, Finance), Maurus Winzap (Partner, Tax), Fabienne Limacher (Partner, Tax), Ursina Gremminger (Managing Associate, Tax), Jan Ole Luuk (Counsel, Tax), Natascha Rizzi (Associate, Tax), Reto Jacobs (Partner, Competition), Gion Giger (Counsel, Competition), Alexander Gutmans (Notary), Jürg Fisch (Associate, Corporate/M&A ) and Milos Karic (Trainee, Corporate/M&A).