DSM completes acquisition of Martek; adding new Nutrition growth platform
(Thomson Reuters ONE) -
Royal DSM N.V. (NYSE Euronext: DSM KON), the global Life Sciences and Materials
Sciences company, today announces that it has successfully completed the
acquisition of Martek Biosciences Corporation. The acquisition, announced on 21
December 2010, is the first major acquisition by DSM after its successful
transformation into a Life Sciences and Materials Sciences company.
The acquisition, for a total consideration of about ? 790 million (approximately
US$ 1,087 million), is fully in line with DSM's strategy for its Nutrition
cluster ("continued value growth") and adds a new growth platform for healthy
and natural food ingredients for infant formula and other food and beverage
applications, especially focused on Polyunsaturated Fatty Acids (PUFAs) such as
microbial Omega-3 DHA (docosahexaenoic acid) and Omega-6 ARA (arachidonic acid).
The transaction
The acquisition was structured as an all-cash tender offer for all the
outstanding shares of Martek common stock, followed by a merger in which each
share of Martek common stock not tendered in the offer, other than those as to
which holders exercise appraisal rights under Delaware law and those held by DSM
or Martek or their respective subsidiaries, was converted into the same cash per
share price paid in the tender offer. Following completion of the merger, Martek
became a wholly owned subsidiary of DSM.
Financial Highlights
The acquisition of Martek is expected to be immediately earnings per share
accretive for DSM by ? 0.15 to
? 0.20 on a full year basis. It will contribute to DSM's progress towards
achieving its profitability targets for 2013. It is expected that material
synergies will be realized through expanded distribution, marketing and product
development as well as other operational efficiencies. In addition, it will
accelerate DSM's revenue growth.
Strategic Rationale
As a result of the acquisition, DSM will have extensive new opportunities in the
infant nutrition segment as well as food, beverages and dietary supplements. The
acquisition will create a strong platform for DSM to enter the fast growing
Omega-3 and Omega-6 market through Martek's microbial DHA and ARA products. DSM
will be able to utilize its global market reach, technology base and application
skill capabilities to channel and accelerate the growth of Martek's product
portfolio into other regions, applications and market segments beyond Martek's
existing strong US-based position in infant formula ingredients and growing
position in food and beverage and dietary supplement applications worldwide.
There is significant, broad based scientific evidence about the link between
health and nutrition. PUFAs have been clinically proven to have a positive
impact on human health and Martek is a leader in this field. Martek therefore
represents an attractive strategic acquisition for DSM.
As a result of the scale and resources that DSM can bring to the already solid
businesses of Martek, DSM instantly will become a leading player in the field of
microbial PUFAs with the acquisition. Through this attractive growth segment the
company expects to drive compelling financial performance for its shareholders.
DSM will also benefit from Martek's recent acquisition of Amerifit, an
attractive consumer business for branded dietary supplements with very specific
health benefits, which it will be able to use as an additional marketing channel
for both Martek as well as DSM ingredients.
Furthermore, Martek's algal and other microbial-based biotechnology platform and
its robust biotechnology pipeline which complements DSM's own portfolio, is
expected to deliver new nutritional and non-nutritional (industrial) growth
opportunities in for instance biochemicals and biofuels.
Martek is headquartered in Columbia Maryland USA and had annual net sales of US$
450 million for its fiscal year which ended October 31, 2010. Martek has five
principal locations and some 600 employees.
Integration
Planning for the integration of DSM and Martek started when the deal was first
announced in December and now a full scale integration of the two businesses
will begin. A dedicated integration team consisting of both DSM and Martek
representatives will work diligently to assess the best way to combine the two
organizations.
The two companies already have a longstanding relationship as DSM supplies
Martek with the key base material for its ARA product. DSM has complementary
intellectual property to the broad range of patents and intellectual property
Martek owns, which will further extend the competitiveness of the combined
company's proprietary products.
Feike Sijbesma, CEO/Chairman of the DSM Managing Board said: "This is an
important day for DSM, as we are acquiring an exciting business with a very
strong market leading product portfolio in the field of nutrition. This
acquisition fully fits with the new DSM, focusing on Life Sciences and Materials
Sciences. We are very excited to welcome all employees of Martek to DSM. With
the combined strength and track record of DSM and Martek, I strongly believe
that we will be able to take this business to the next level.
"Our attention is now fully focused on ensuring a smooth integration of the
Martek business in a timely and efficient manner. Throughout this process,
business continuity will remain a key priority for us and I am confident that
our integration team is well positioned to ensure that it is business as usual
for our customers and suppliers. We expect the integration will be made
significantly easier by the companies' familiarity with each other."
Martek
Martek is a leader in the innovation, development, production and sale of high-
value products from microbial sources that promote health and wellness through
nutrition. Martek's technology platform consists of its core expertise, broad
experience and proprietary technology in areas such as microbial biology, algal
genomics, fermentation and downstream processing. This technology platform has
resulted in Martek's development of a number of products, including the
company's flagship product, life'sDHA(TM), a sustainable and vegetarian source
of algal DHA (docosahexaenoic acid) important for brain, heart and eye health
throughout life for use in infant formula, pregnancy and nursing products, foods
and beverages, dietary supplements and animal feeds. Martek also
produces life'sARA(TM) (arachidonic acid), an omega-6 fatty acid, for use in
infant formula and follow-on formulas. Martek's subsidiary, Amerifit Brands,
develops, markets and distributes branded consumer health and wellness products
and holds leading brand positions in all of its key product categories. Amerifit
products are sold in most major mass, club, drug, grocery and specialty stores
and include: Culturelle®, a leading probiotic supplement; AZO, the leading OTC
brand addressing symptom relief and detection of urinary tract infections; and
Estroven®, the leading all-natural nutritional supplement brand addressing the
symptoms of menopause.
For more information on Martek Biosciences, visit www.martek.com. For a complete
list of life'sDHA(TM) and life'sARA(TM) products, visit www.lifesdha.com. For
more information about Amerifit Brands, visit http://www.amerifit.com.
DSM - Bright Science. Brighter Living.(TM)
Royal DSM N.V. is a global science-based company active in health, nutrition and
materials. By connecting its unique competences in Life Sciences and Materials
Sciences DSM is driving economic prosperity, environmental progress and social
advances to create sustainable value for all stakeholders. DSM delivers
innovative solutions that nourish, protect and improve performance in global
markets such as food and dietary supplements, personal care, feed,
pharmaceuticals, medical devices, automotive, paints, electrical and
electronics, life protection, alternative energy and bio-based materials. DSM's
22,000 employees deliver annual net sales of about ? 9 billion. The company is
listed on NYSE Euronext. More information can be found at www.dsm.com
For more information:
DSM Corporate Communications DSM Investor Relations
Herman Betten Hans Vossen
tel. +31 (0) 45 5782017 tel. +31 (0) 45 5782864
fax +31 (0) 45 5740680 fax +31 (0) 10 4590275
e-mail media.relations(at)dsm.com e-mail investor.relations(at)dsm.com
Brunswick Group Brunswick Group
Jennifer Lowney/Justin Dini Kate Miller/Jonathan Glass
tel. +1 212 333 3810 tel. +44 20 7396 3544
e-mail dsm(at)brunswickgroup.com e-mail dsm(at)brunswickgroup.com
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Source: DSM N.V. via Thomson Reuters ONE
[HUG#1492701]
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Datum: 28.02.2011 - 08:15 Uhr
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