The two companies have entered into an agreement to create a global biosolutions partner through a statutory merger.
The proposed combination of Novozymes and Chr. Hansen will create a group with a broad biological toolbox and a diversified portfolio across markets, the companies state. Together, the combined group will be equipped to stand stronger in addressing global challenges including enabling healthier lives, transforming food systems, and accelerating towards a climate neutral society, they state.
“We are excited by the immense, additional potential we see in joining Novozymes and Chr. Hansen to create a true global biosolutions leader underpinned by our shared Danish heritage. We are grateful to have such a supportive shareholder in Novo Holdings, one that shares our belief that the two companies will be even better together and enable significant shareholder value accretion,” says Jørgen Buhl Rasmussen, Chairman of Novozymes.
“A perfect match”
Novo Holdings, the largest shareholder in both Novozymes and Chr. Hansen, has affirmed its confidence in the two companies being a perfect match, and that a transaction would create a global leader in biosolutions that would capitalize on attractive growth opportunities while serving societal needs.
“The two companies are a perfect match. Chr. Hansen with its expertise in microbials and Novozymes with its background in enzymes. Combining the two companies will create a global leader in biosolutions,” says Lars Rebien Sørensen, Chairman of Novo Holdings and Novo Nordisk Foundation.
A global talent pool of 10,000 employees around the world
The customer-centric global reach of a combined group, aligned with the advanced discovery and applied research capabilities from a network of 38 research & development (R&D) and application centers and 23 manufacturing sites, will provide customers with a partner with both global scale and local presence, state the companies. Uniting and optimizing the combined innovation platforms of both Novozymes and Chr. Hansen will bring together approximately 2,000 employees globally focused on R&D with over EUR 350 million reinvested into R&D annually, representing an estimated 10-11% of combined sales, they state.
“Novozymes and Chr. Hansen believe that the combined group’s shared ambition and reputation for excellence, as well as its expanded global presence, would reinforce its ability to attract and retain the best talent in the sector.”
Together, Novozymes and Chr. Hansen will comprise a global talent pool of 10,000 diverse and passionate employees around the world, with the expertise to innovate and create value for its customers. Novozymes and Chr. Hansen believe that the combined group’s shared ambition and reputation for excellence, as well as its expanded global presence, would reinforce its ability to attract and retain the best talent in the sector.
Leadership roles
Upon completion of the statutory merger, Ester Baiget, the current Chief Executive Officer (CEO) of Novozymes, would assume leadership of the combined group as CEO. The Chief Financial Officer (CFO) would be Lars Green, the current CFO of Novozymes. Both roles would be part of the future Executive Leadership Team.
It is proposed that the Chair of the Board of Directors, shall be nominated by Novozymes, and the Vice Chair shall be nominated by Chr. Hansen. In addition, it is proposed that Novozymes will be responsible for nominating two other board members of the combined group’s Board of Directors, Chr. Hansen will also nominate two other board members, and Novo Holdings will, as the largest shareholder, also nominate two other board members.
Corporate governance
The contemplated combination will be effectuated through a statutory merger in accordance with the Danish Companies Act, with Novozymes as the continuing company and Chr. Hansen as the dissolving company. Following completion of the merger, the combined company will continue to be admitted to trading and official listing on Nasdaq Copenhagen, and will continue to be domiciled and headquartered in Denmark, with the exact location to be determined between Hoersholm or Lyngby. The combined company will also continue to follow those rules and regulations for corporate governance being applicable for a company listed on Nasdaq Copenhagen.
At completion of the Merger, the combined company will initially operate under the name Novozymes A/S with Chr. Hansen registered as a secondary name. Novozymes and Chr. Hansen will jointly develop a name and brand of the combined company.
Featured photo of Ester Baiget, President and CEO of Novozymes and CEO of the new combined group
