Settlement of the combination of Novozymes and Chr. Hansen Holding successfully completed

Settlement of the combination of Novozymes and Chr. Hansen Holding successfully completed

On January 29, 2024, following the satisfaction of all conditions precedent, the combination of Novozymes A/S (“Novozymes”) and Chr. Hansen Holding A/S (“Chr. Hansen”) by way of a statutory merger of the two companies (the “Combination”) was successfully completed. Reference is made to Novozymes’ company announcement no. 2 of January 29, 2024. As previously announced, the name of the combined company will be Novonesis.

Settlement of the Combination completed
The settlement of the Combination has now been successfully completed by the exchange of all shares of Chr. Hansen for 187,298,646 new Novozymes B-shares of nominally DKK 2 each (374,597,292 new Novozymes B-shares of nominally DKK 1) (the “Merger Consideration Shares”) under the existing ISIN code DK0060336014 and the cash payment in lieu of fractional entitlements to Merger Consideration Shares via Euronext Securities Copenhagen has been initiated.

Eligible former shareholders of Chr. Hansen (the “Chr. Hansen Shareholders”), excluding Novo Holdings A/S (“Novo Holdings”), have received 1.5326 Merger Consideration Shares in exchange for each Chr. Hansen share that they held, and Novo Holdings has received 1.0227 Merger Consideration Shares in exchange for each Chr. Hansen share held with respect to Novo Holdings’ holding of 28,983,112 Chr. Hansen shares and 1.5326 Merger Consideration Shares in exchange for each Chr. Hansen share held exceeding 28,983,112.

The Merger Consideration Shares issued have been admitted to trading and official listing on Nasdaq Copenhagen A/S on January 31, 2024, under the symbol “NZYM B” and the permanent ISIN code DK0060336014.

Chr. Hansen Shareholders restricted from receiving shares in the Combination

As further described in the exemption document, certain Chr. Hansen Shareholders with a registered address in, or who are resident or otherwise located in, or who are organized under the laws of certain jurisdictions, the ability to participate in the Combination and receive new B-shares has been restricted by the laws of such other jurisdictions (each a “Restricted Shareholder”).

For such Restricted Shareholders only, the combined company will procure that the new B-shares that would otherwise be attributable to such Restricted Shareholders will be sold by Nordea Danmark, Filial af Nordea Bank Abp, Finland acting on behalf of the combined company, in a vendor placement (via Nasdaq Copenhagen or other trading venues in one or more tranches and outside the U.S. and other restricted jurisdictions) (the “Vendor Placement”) and the cash proceeds from the Vendor Placement will be distributed in DKK to the Restricted Shareholders via a corporate action in Euronext as soon as practicably possible following completion of the Vendor Placement. Other shareholders in the combined company cannot participate in the Vendor Placement.

For further information on the Vendor Placement, reference is made to the exemption document available at www.power-with-biology.com.

Transaction website
For additional information, visit www.power-with-biology.com.

Attachment

• 2024_07_Settlement_Completed