engage your senses

Questions and answers

This section provides answers to questions relating to Givaudan’s tender offer.

Who is the offeror?
The offeror is Givaudan, the global leader in the creation of flavours and fragrances.

Givaudan, listed in Switzerland on the Six Swiss Exchange, is an international group present in nearly 50 countries.

The Givaudan group has multiple activities, separated in two divisions:

• the Flavour Division which consists of the creation and distribution of aromas, and in particular confectionery aromas, aromas for dairy products, beverages, flavours for prepared food, snacks, soups, sauces, meat and poultry;
• the Fragrance Division which consists in the creation and marketing of perfumery products like perfume for consumer goods, fine perfumery, ingredients for perfume and active ingredients for cosmetics.


What are the reasons for the Offer?
The Offer is part of the Company's industrial aim to pursue and develop its business. The industrial policy envisaged by Givaudan for Naturex should therefore be based on the development of Naturex's activities beyond its current borders.

  
The transaction would offer Naturex prospects for development within a very short-term based on:

• Givaudan's own requirements for natural products;
• Givaudan's customer portfolio which would give Naturex access to new potential customers.

The acquisition of Naturex by Givaudan aims to strengthen both Givaudan's business as a whole and Naturex’s business individually.

At the end of the offer, Givaudan would have nearly 14,000 employees with revenue of approximately EUR 4.7 billion.

The combined geographical coverage of Givaudan and Naturex would make it possible to take full advantage of high potential markets, located notably in emerging countries, by offering them the benefits of new commercial outlets and new growth drivers. It would in addition enable Givaudan to meet the demands of its customers for natural flavours and establish a strong foothold to address this sustained market trend.

Givaudan is the global leader in its market, the creation of flavours and fragrances. For its part, Naturex is one of the global leader in plant-based natural ingredients for both beauty and nutrition industries. The strong complementarity of the businesses of Givaudan and Naturex will allow them both to diversify their market opportunities. This diversification will contribute to more stable revenue streams while increasing Naturex's business by exploring its full potential.

The synergy of expertise between Naturex and Givaudan could also be used to work on the development of new products integrating both natural ingredients and flavours.

At the financial level, this business combination will allow the two groups to accelerate their development, though at this stage potential synergies in terms of revenue are difficult to quantify.


What is the nature of the offer?
The Offer:

  
• is initiated by Givaudan;
• is a mandatory offer within the meaning of financial market regulations, i.e. resulting from the Givaudan's acquisition of more 30% of Naturex's capital.
• is paid for entirely in cash;
• includes a significant premium over the Naturex's share price on the market;
• is subject to the sole condition that Givaudan acquires at least 50% of the Naturex's share capital or voting rights; and
• seeks to acquire all of Naturex's share capital.


What is the interest of this offer to Naturex's shareholders?
The business combination between Givaudan and Naturex will result in the creation of a global leader in natural extracts and ingredients.

  
The offer will provide Naturex's minority shareholders with an opportunity to benefit from an immediate liquidity of their shares at the offer price of EUR 135.00.

In addition, the Offer Price of 135 euros shows a premium of 42.1% over the Naturex share price at the close of the last trading session on 23 March 2018, 41.5% over average prices weighted by the volumes of the last month before the announcement, 46.8% over average prices weighted by volumes of the last three month before the announcement and 52.8% over average prices weighted by volumes of the last twelve month before the announcement.


Which securities are covered by the offer?
This offer covers all Naturex shares (i) already issued (with the exception of shares directly or indirectly held by Givaudan or treasury shares held by Naturex), or on 4 June 2018, 5,691,669 shares, and (ii) those which may be issued before the offer's closing or the reopened offer resulting from the exercise of Naturex stock options, i.e. on 4 June 2018, 3,510 shares.

What is the offer price?
What is the offer price? The price of the offer is EUR 135.00 per share. This price is identical to the price paid by Givaudan to acquire the controlling block and totaling directly and indirectly approximately 40.47% of the share capital and 44.64% of the voting rights of Naturex.

  
The Offer Price of 135 euros shows a premium of 42.1% over the Naturex share price at the close of the last trading session on 23 March 2018, 41.5% over average prices weighted by the volumes of the last month before the announcement, 46.8% over average prices weighted by volumes of the last three month before the announcement and 52.8% over average prices weighted by volumes of the last twelve month before the announcement.

The criteria for determining the offer price prepared by the presenting bank, BNP Paribas, are presented in section 3 of Givaudan's offer document published on the websites of the AMF (www.amf-france.org) and Givaudan (www.givaudan.com).


Is the offer subject to special conditions?
Pursuant to the provisions of Article 231-9 I of the AMF general regulation, the offer will lapse if, on the closing date of the offer, the Givaudan does not hold, either alone or in concert, a number of Naturex shares representing a fraction of the capital or voting rights of the Company exceeding the threshold of 50%.

Should this threshold of obsolescence not be reached, the offer will not be declared successful and the Naturex shares will be returned to their holders within three trading days following the publication of the offer results notice indicating that the offer has lapsed, in which case said shareholders will not be owed any interest, indemnity or other payment of any nature.


What provisions exist should Givaudan not reach the threshold for the mandatory squeeze out? Could Givaudan acquire Naturex shares after the offer?
If, after the offer has closed, Naturex’s minority shareholders do not represent more than 5% of the latter's share capital and voting rights, Givaudan intends to as soon as possible and, in any case, no later than within a period of three months following the close of the offer, proceed with a mandatory squeeze out, in order to transfer the Naturex shares not tendered in exchange for consideration, net of all charges, of EUR 135 per share, equal to the offer price.

  
If the mandatory squeeze-out procedure cannot be implemented under the conditions described above, Givaudan reserves the option of acquiring Naturex shares, and if it subsequently comes to hold, directly or indirectly, in concert, at least 95% of Naturex's voting rights, of filing a draft public buyout offer with the AMF followed by, in the case where minority shareholders do not hold more than 5% of the share capital or voting rights at the end of this buyout, a mandatory squeeze-out for Naturex shares.


How will Givaudan finance the offer?
The Offer will be financed by borrowing.

  
In accordance with the provisions of Article 231-13 of the AMF General Regulation, BNP Paribas, as the presenting bank, guarantees the content and the irrevocable nature of the commitments made by Givaudan in connection with the offer.


What is the timetable of the offer?
According to the timetable of the offer as presented in the offer document the offer will open on 28 June and close on 1 August 2018. If the offer is successful (defined as Givaudan acquiring more than 50% the capital and voting rights), a second period will open on 7 August 2018 and close on 3 September 2018.

The offer is centralised by Euronext Paris.

Should the mandatory squeeze out procedure be implemented, which, if the threshold of 95% of the share capital and voting rights has been reached, would be initiated at the request of Givaudan as soon as possible, the shares will be automatically transferred to Givaudan in the following days. The request to implement the mandatory squeeze out will be the subject of an announcement to the public.

The offer document approved by the AMF, and the information document relating in particular to the legal, financial and accounting characteristics of Givaudan are available on the following websites:

> www.givaudan.com/investors/shareholder-information/naturex-transaction
> www.opa-naturex.com/en 
> www.amf-france.org

Copies of the documents can also be obtained free of charge from:

Givaudan SA

Chemin de la parfumerie 5
1214 Vernier
Switzerland

and
 

BNP Paribas

4, rue d'Antin
75002 Paris
France

The Naturex response to the offer and the information document relating in particular to the legal, financial and accounting characteristics of Naturex are available on the following websites:

> www.opa-naturex.com/en
> www.amf-france.org

Copies of the documents can also be obtained free of charge from:

Naturex

250, rue Pierre Bayle BP 81218
84911 Avignon
France