The company confirmed a total of about 30,410,223 Martek shares of common stock were validly tendered and not withdrawn during the initial offering period, which closed at 5:00 pm., New York City time, on February 18, 2011. That included 2,359,558 shares tendered by notices of guaranteed delivery.
This represents about 90.6% of Martek's currently outstanding shares, and about 83.6% excluding the shares tendered by notices of guaranteed delivery. DSM has accepted for payment all validly tendered shares.
Meanwhile, DSM has initiated another offering period to allow additional tenders. The latest offering period will expire at 12:00 midnight, New York City time, on Thursday, February 24, 2011 less further extended.
According to a company statement: “The purpose of this subsequent offering period is to enable Martek stockholders who have not previously tendered their shares of common stock in the offer to do so and promptly receive the same $31.50 per share that was paid during the initial offering period. During the subsequent offering period, tendering stockholders will not have withdrawal rights.”
After the latest offering, DSM intends to complete a short-form merger in accordance with the merger agreement. “In the short-form merger, Greenback Acquisition Corporation will merge with and into Martek and each share of Martek common stock not tendered in the tender offer other than those as to which holders exercise appraisal rights under Delaware law,” said a company statement. Those held by DSM or Martek or their respective subsidiaries, will be converted in the merger into the right to receive $31.50 per share in cash, without interest and less any required withholding taxes. This is the same price per share paid in the tender offer.
DSM’s offer of $31.50 offer represents a 35 per cent premium for NASDAQ-listed Martek shareholders over the share price of $23.36 on December 21, 2010, when the offer was announced.
Speaking last month, Feike Sijbesma, chief executive officer/chairman of the DSM Managing Board said: “This acquisition is an attractive and logical next step for DSM. Martek’s leading position in healthy, natural ingredients and algal technology will add a new growth platform to our Nutrition business. DSM is a unique partner for Martek and, with our strong track record of growing businesses in competitive environments, we believe we can help to lift Martek to the next level.”
The company’s acquisition of Martek, which has annual turnover of more than €450m, is its biggest acquisition since it paid €2.5bn for Roche’s vitamins business nine years ago.
DSM was considered by analysts to be a contender to buy Danisco before the Danish company’s board accepted DuPont’s offer last month.