DSM Expects to Close Martek AcquisitionDSM Expects to Close Martek Acquisition
February 28, 2011
HEERLEN, NeterlandsRoyal DSM N.V. (NYSE Euronext: DSM KON) completed the subsequent offering period to its all-cash tender offer to purchase all of the outstanding shares of common stock of Martek Biosciences Corporation at a price of $31.50 per share.
The previously announced subsequent offering period expired at 12:00 midnight, New York City time, on Thursday, Feb. 24, 2011. The depositary for the tender offer has advised that, as of such time, a total of approximately 262,000 additional Martek shares of common stock had been validly tendered in the subsequent offering period, which, together with the shares validly tendered and not withdrawn during the initial offering period, resulted in DSM holding approximately 89.5 percent of Marteks currently outstanding shares. DSM has accepted for payment all validly tendered shares.
DSM intends to exercise the top-up option that was granted to DSM pursuant to the merger agreement to purchase additional shares directly from Martek and to complete a short-form merger in accordance with the merger agreement. In the short-form merger, Greenback Acquisition Corporation will be merged 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 and 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.
Martek develops, produces and sells products from microbial sources that promote health and wellness through nutrition. Marteks holds proprietary technology in areas such as microbial biology, algal genomics, fermentation and downstream processing. Martek has developed of a number of products, including the companys flagship product, lifesDHA, a sustainable and vegetarian source of algal docosahexaenoic acid (DHA) 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 lifesARA (arachidonic acid), an omega-6 fatty acid, for use in infant formula and follow-on formulas. Marteks 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.
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