On May 14, 2024, the Enterprise Chamber of the Court of Appeal in Amsterdam (the Enterprise Chamber), the Netherlands rendered its judgment in the statutory buy-out proceedings initiated by DSM-Firmenich AG (the Company) to acquire any shares of DSM B.V. (DSM) not already acquired by the Company in its previously completed voluntary cash tender offers for all outstanding DSM ordinary shares (the Shares).
The Enterprise Chamber ordered all remaining DSM shareholders to transfer the unencumbered right to their Shares to the Company. It determined that €116 is the fair price per Share, subject to an increase by statutory interest calculated from May 3, 2023 until the date of transfer or consignment of the Shares, and a decrease by any distributions that become payable on the Shares in the aforementioned period. The Company was ordered to pay this fair price plus statutory interest and minus distributions in exchange for the transfer of the unencumbered right to the Shares, which resulted in an amount of €100.38 per Share.
To execute this judgment, on July 5, 2024, the Company paid this amount of €100.38 per Share into consignment with the Dutch Consignment Office (a body of the Dutch Ministry of Finance) for all Shares not offered to the Company within the voluntary transfer period that ended on 2 July 2024. With this payment, the unencumbered title to such Shares have transferred to the Company by operation of law. The former holders of these DSM shares can claim the amount of 100.38 per Share from the Consignment Office.
Former shareholders can ask their brokers to arrange this payment through Euroclear Nederland, who typically will request payment from the Consignment Office on behalf of a former shareholder.
The consignment fund procedure of the Consignment Office can be found on: https://www.rijksoverheid.nl/onderwerpen/consignatiekas/claim-indienen
Contact address:
Ministerie van Financiën, Consignatiekas, Postbus 20201, 2500 EE Den Haag. Phone: +31 (0)88 442 8000.