DSM N.V.
amsterdam : DSM

June 19, 2012 02:24 ET

DSM tender offer for Kensey Nash is successful; acquisition expected to close within next few days

HEERLEN, THE NETHERLANDS--(Marketwire - Jun 19, 2012) - Royal DSM (NYSE Euronext: DSM KON), the global Life Sciences and Materials Sciences company, announced today that its tender offer to purchase all outstanding shares of common stock of Kensey Nash Corporation (NASDAQ: KNSY) at a price of $38.50 per share was successful.

The tender offer expired at 12:00 midnight, New York City time, on Monday, June 18, 2012. The depositary for the tender offer has advised that, as of such time, a total of 7,151,081 Kensey Nash shares of common stock were validly tendered and not withdrawn in the offer (including 276,900 shares tendered by notices of guaranteed delivery), representing approximately 82% of Kensey Nash's currently outstanding shares, and approximately 79% excluding the shares tendered by notices of guaranteed delivery. DSM has accepted for payment all validly tendered shares.

As part of the merger agreement, Kensey Nash granted to DSM an irrevocable option (the "top-up option") to purchase the number of authorized but unissued shares of Kensey Nash common stock that, when added to the number of shares owned by DSM immediately prior to exercise of the top-up option, constitutes one share more than 90% of the number of shares then outstanding. DSM plans to exercise the top-up option and to complete a short-form merger in accordance with the merger agreement within the next few days. In the short-form merger, Biomedical Acquisition Corporation will merge with and into Kensey Nash and each share of Kensey Nash 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 Kensey Nash or their respective wholly-owned subsidiaries, will be converted in the merger into the right to receive $38.50 per share in cash, without interest and less any required withholding taxes. This is the same price per share paid in the tender offer.

Kensey Nash

Kensey Nash is a medical device company primarily focused on regenerative medicine utilizing its proprietary collagen and synthetic polymer technology. The company is recognized as a leader for innovative product development and unique technology in the field of resorbable biomaterials. The company has an extensive range of products, which are sold through strategic partners in multiple medical markets, including the cardiology, orthopedic, sports medicine, spine, trauma, craniomaxillofacial and general surgery markets. For more information, visit http://www.kenseynash.com.

DSM - Bright Science. Brighter Living.™

Royal DSM 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 around EUR 9 billion. The company is listed on NYSE Euronext. More information can be found at www.dsm.com.

Press Release-pdf:

http://hugin.info/130663/R/1620488/517721.pdf

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Source: DSM N.V. via Thomson Reuters ONE

[HUG#1620488]

Contact Information

  • For more information:

    DSM Corporate Communications
    Herman Betten
    tel. +31 (0) 45 5782017
    fax +31 (0) 45 5740680
    e-mail Email Contact

    DSM Investor Relations
    Hans Vossen
    tel. +31 (0) 45 5782864
    fax +31 (0) 10 4590275
    e-mail Email Contact

    Kensey Nash
    Joseph W. Kaufmann
    Tel. +1 484 713 2100