DSM and Firmenich to merge in landmark agreement

31-May-2022

The newly formed DSM-Firmenich entity will focus on four high-performing and complementary businesses: perfumery & beauty; food & beverage; health, nutrition & care; and animal nutrition & health

DSM and Firmenich have made a major announcement for the nutrition, beauty and well-being sectors. The two companies have entered into a business combination agreement (the BCA) to establish the leading creation and innovation partner in nutrition, beauty and well-being (DSM-Firmenich).

Once the merger is completed, DSM-Firmenich, a newly incorporated Swiss-domiciled company, will hold the DSM and Firmenich businesses and DSM-Firmenich will be listed on Euronext Amsterdam. The new entity will have a dual headquarter in Switzerland (Kaiseraugst) and the Netherlands (Maastricht).

The combination will bring together Firmenich's unique leading Perfumery and Taste businesses, its world-class science platforms and associated co-creation capabilities with DSM's outstanding Health and Nutrition portfolio and renowned scientific expertise. The new company will have four high-performing and complementary businesses, each with leading positions and underpinned by world-class science.

Successful mergers require more than complementary capabilities or compelling financials

The merger of DSM-Firmenich will further accelerate innovation for the industry and generate new growth opportunities for customers. It will form a new global-scale partner to serve the food and beverage industry, combining DSM's Food & Beverage and Firmenich's Taste & Beyond businesses. Firmenich's world-leading global Perfumery and Ingredients business will expand further into Beauty through the addition of DSM's Personal Care & Aroma business. These new combined businesses will be joined by DSM's high-performing Health, Nutrition & Care and Animal Nutrition & Health businesses.

The combined company's extensive global footprint will provide customers with access to an unprecedented network of R&D, creation and application capabilities, informed by local consumer preferences, across regional and local hubs around the world. Both businesses have successful track records of investing in and delivering ground-breaking innovations that create and reshape markets.

The merger is subject to customary conditions, including obtaining relevant regulatory clearances and completing relevant employee consultation procedures, and expected to be completed ultimately in the first half of 2023

DSM-Firmenich will bring together both companies' relentless commitment to sustainability across the value chain, and in doing so help to drive environmental, social and governance leadership globally. Sustainability considerations have long been embedded within both companies' strategies and DSM-Firmenich combines two companies with shared values and longstanding action on climate change, embracing nature and care for people.

The merger is expected to be completed ultimately in the first half of 2023

The compelling strategic rationale for this combination is reflected in the attractive synergy potential, resulting in double-digit EPS accretion and an enhanced strategic position across the markets in which DSM-Firmenich will operate.

Thomas Leysen, Chairman of the DSM Supervisory Board, said: "Together we will be able to better serve the needs of customers and deliver compelling growth and returns. However, successful mergers require more than complementary capabilities or compelling financials; they not only require balanced governance and a respect of the interests of all stakeholders, but they crucially require shared values. My colleagues and I are convinced we have all of those elements, and it is for this reason that the Supervisory Board of DSM concluded that this is truly a merger which is in the interest of all stakeholders."

Gilbert Ghostine, CEO of Firmenich, added: "This is the natural next step in Firmenich's evolution. We are excited to build on Firmenich's tradition of entrepreneurial excellence and create a global leader that will be able to bring breakthrough innovation and technologies to our customers, addressing the most pressing needs of consumers."

The four businesses

  1. Perfumery & Beauty, with combined revenues of €3.3bn, will be the foremost creator of positive fragrances and beauty products and a global aroma ingredients business that together have leadership in renewable, natural, proprietary biodegradable and biotechnology-derived ingredients. Firmenic's leading global Perfumery and Ingredients business will expand into Beauty through the addition of DSM's Personal Care & Aroma business to delight consumers with superior sensorial experiences and differentiated performance, delivering active benefits, addressing clean & hygiene, health & reassurance and emotion & well-being
  2. Food & Beverage / Taste & Beyond, with combined revenues of €2.7bn, will form a global-scale partner to the food and beverage industry with extensive capabilities in taste, nutrition and functionality in order to provide delicious, nutritious and sustainable products that deliver unique and superior consumer experiences. The new business will lead the diet transformation in creating healthier, great-tasting, accessible food and beverages with more natural and sustainable ingredients, including market and innovation leadership in naturals and clean label products; in plant-based foods; and in supporting a superior taste experience whilst enhancing food's nutritional profile (for example with vitamins, probiotics, and lipids and reducing sugar and salt)
  3. Health, Nutrition & Care, with revenues of €2.2bn, will continue its development as an end-to-end partner providing customized quality solutions that support the health of people at every life stage. It will aim to keep the world's growing population healthy through a broad portfolio of sustainable, science-backed innovative solutions, addressing consumers' health and lifestyle needs, for customers in the dietary supplements, early-life nutrition, pharmaceuticals, medical nutrition, nutrition improvement for the under-nourished, and medical devices markets
  4. Animal Nutrition & Health, with revenues of €3.3bn, will continue to focus on specialty science- and technology-driven solutions to the ever-increasing demand for protein such as meat but also eggs, fish and dairy, while also alleviating the pressure on the planet's finite natural resources. The business is leading a robust and achievable transformation to make animal farming worldwide radically more sustainable by empowering farmers with essential products such as vitamins. It is one of the world's largest suppliers of eubiotics, enzymes, and mycotoxin risk management, as well as a wide range of impactful innovations such as methane inhibitor Bovaer and fish-oil algae-alternative Veramaris

The four businesses will be supported by a world-class foundation in science and technology, a vertically integrated portfolio of nutrition, natural and renewable ingredients, as well as best-in-class business functions. Both DSM and Firmenich have successful track records of delivering ground-breaking innovations that create and reshape markets for growth (for example Bovaer, Veramaris, biodegradable fragrance encapsulation, renewable fragrance materials, sugar and salt reduction, plant-based foods, fermentation processes for human milk oligosaccharides, and lipids).

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