Good afternoon, everyone, and welcome to this extraordinary general meeting of Chr. Hansen Holding in connection with the proposed merger with Novozymes A/S. My name is Dominique Reiniche, and I am the Chair of the Board of Directors at Chr. Hansen Holding A/S. And as always, I am joined by our CEO, Mauricio Graber. On behalf of us both, it is a pleasure to welcome shareholders in person here at the Clarion Hotel and also on the live stream. Warm welcome too to Anders Jensen, who has been chosen by Chr. Hansen's board of directors to chair this meeting today. Anders is a lawyer and partner at Gorrissen Federspiel Law Firm. Anders, it is a pleasure to have you with us today. Will you please first take us through the agenda of the day? Thank you. Thank you, Dominique. As you all know, the first task of the chair of the meeting is to consider whether the meeting here is lawfully convened and that we can transact business around all the points that are on the agenda. These are all matters that I've checked up front, but I'll briefly run through them. First of all, here it comes. The articles of the company require that all meetings be convened with three to five weeks' notice. The company sent out the notice on the 8th of March, and it also sent it out both via Nasdaq and also on the company's homepage. It was also sent to shareholders who had requested to receive written notification. When it comes to the content of the notice and the information to be presented to shareholders, I can also confirm that all requirements have been met. First of all, the company has listed on its homepage a number of information regarding the merger, which I'll get back to later on. As Dominique mentioned, this meeting is also webcast. It's sent in both Danish and English, and that allows shareholders to follow even though they're not present physically. The webcast will be available on the company's homepage, subject to certain restrictions. As you've already noticed, we're speaking in English here, and that's entirely consistent with the articles and also been consistent with the company's practice for the past few years. As a courtesy, there are headphones, so people who would like to have what's set up here translated can hear it in the headphones. If you wish to speak, you can do so either in English or Danish, and all answers, though, will be provided in English. Based on all this, my conclusion is that the meeting here is lawfully convened. When it comes to the agenda, you can see it here on the slide behind me. It's, of course, an unusual agenda. It's entirely related to the merger. Two of the proposals, Proposal 1 and 3, will require adoption by a two-thirds majority of the votes cast and two-thirds of the share capital represented at the meeting. The remaining proposals can be adopted by a simple majority. In the articles, there are no specific quorum requirements, so the meeting here today can pass final resolutions about all of the items on the agenda. When it comes to participation, I can inform you that approximately 77% of the share capital and of the voting rights are represented at the meeting. Approximately 99% of those votes and shares are represented through proxies to the board, proxy voting, or by written votes. I can also inform you that based on the proxies and votes submitted, all the proposals here enjoy very strong support from the shareholders and also a substantially higher number of votes than required for all of these proposals to be adopted. So while all shareholders are, of course, entitled to require that we have a formal vote here at the meeting, I hope that will not be necessary. Moving on to the agenda, as you can see, and as I mentioned, all of the points basically relate to the merger. So for that reason, what we do is basically present all of these four points in conjunction and then have a debate around these four points after that. Dominique will kick off by introducing Proposal 1. I will then follow up with some additional comments to Proposal 1 and then present Proposals 2, 3, and 4. Welcome. Thank you, Anders. Since our last annual general meeting in November 2022, it has been, as you saw, a very eventful period for Chr. Hansen. The announcement from the 12th of December with the proposal for a merger between Chr. Hansen and Novozymes clearly marks a new era for our businesses. I am proud that with this proposed combination, we will be joining forces to create a global bioscience partner based on our complementary technology platforms, a customer-centric approach, and highly dedicated employees across both companies. Building on shared values, as well as a solid business rationale, the proposed combination of these two iconic Danish companies represents a natural step towards addressing the needs of tomorrow. We will do so by unleashing the full potential of biological solutions while generating significant value for all stakeholders and society at large. The combination is intended to leverage our complementary expertise and our powerful capabilities in innovation and commercial excellence. With this, we can develop solutions that will enable healthier lives, transform food systems, and accelerate towards a climate-neutral society. With the combination, we are creating a strong biosolutions company with a diversified portfolio across markets and a broad biological toolbox building on strong technology platforms. With Chr. Hansen as a leader in microbials and Novozymes as a leader in enzymes, we will create a world-class fermentation company serving global markets across food and beverages, human animal and plant health, as well as bioenergy and household care. The combined key financials based on the last published annual reports are EUR 3.5 billion in revenue, with an EBIT margin of around 26%, and with a free cash flow before acquisitions of EUR 400 million. Uniting our two companies is expected to accelerate our already best-in-class performance, both in terms of financial and sustainability performance. The combination offers attractive synergy potential. Based on a careful evaluation, we expect to deliver a near-term EBIT impact from synergies between EUR 160 million and EUR 180 million, split equally between sales and cost synergies. The main drivers of the sales synergies will come from cross-selling existing solutions and leveraging the market footprint of our two companies. Cost synergies are expected to come from production optimization, portfolio efficiencies, and procurement savings, as well. While the combined group will formally decide upon its financial and non-financial outlook and guidance after closing the deal, the financial ambitions for 2025, as presented in the launch announcement, are the following: organic revenue growth CAGR of 6%-8% from 2024 through 2025, including the two-year impact from sales synergies. 29% EBIT margin by 2025, including synergies, but excluding integration costs and purchase price allocation amortization from the combination, and earnings per share, excluding integration costs and the amortization from the combination, are expected to be accretive in the third year after completion. These ambitions are based on previously communicated targets from both companies and adding the expected two-year impact from the synergies. The full impact from the synergies is expected to be reached after 2025. The combined group is well positioned to develop solutions to address the world's growing need for sustainable biosolutions. We will do so through broader innovation and production capabilities beyond what we can deliver separately. The combined group will provide the biological solutions necessary to address these global mega trends and meet customer demands to produce more sustainably and efficiently. Part of the combined group's solutions will deliver clear consumer benefits, while the other part will enable reduced chemical use and have a positive impact on climate. The combined group will be committed to the following ambitions: to achieve carbon neutrality by 2050; to reduce absolute Scope 1 and 2 CO2 emissions by 75%; and to reduce absolute Scope 3 emissions from its supply chain by 35% in 2030; and not to forget to have a minimum of 45% women and 45% men across all employees and senior management too by 2030. Following completion of the combination, the combined group will initially operate under the legal name Novozymes A/S, with Chr. Hansen Holding A/S as a secondary name. Chr. Hansen and Novozymes will jointly develop a new name and brand for the combined group. The combined group will continue to be domiciled and headquartered in Denmark, with the exact location to be determined between either Hørsholm or Lyngby. At completion of the combination, Novozymes will initially keep its registered office in Bagsværd, Denmark. In terms of management, Ester Baiget, the current CEO of Novozymes, and Lars Green, the current CFO of Novozymes, are expected to assume the role of CEO and CFO of the combined group. Further members of the new executive leadership team will be announced once an evaluation process has been completed, and we expect a good balance between the current leadership teams of Chr. Hansen and of Novozymes. This is also the expectation for the leadership teams below the executive level. For the board of directors of the combined group, we expect it to consist of nine shareholder-elected board members nominated from Novozymes, Chr. Hansen, and Novo Holdings to ensure a strong integration of Novozymes and Chr. Hansen. It is expected that the chair will be Cees de Jong, who was recently elected as the chair of Novozymes and who served as CEO of Chr. Hansen from 2013 to 2018. Chr. Hansen will nominate three of its current board members for election after completion of the merger: Jesper Brandgaard, who will serve as vice chair; Kevin Lane; and Lise Kaae. In addition to these, the current members of the Novozymes board, Kim Stratton, Morten Sommer, Sharon James, Heine Dalsgaard, and Kasim Kutay, are expected to continue as board members. Heine Dalsgaard and Kasim Kutay will serve as non-independent board members representing Novo Holdings. We have also ensured that two of our employee representatives will be joining the board as observers. This will be Karen-Louise Lauesen and Kim Ib Sørensen. In connection with the completion and settlement of the combination, the merger consideration offered to the shareholders of Chr. Hansen will consist of newly issued B shares in Novozymes. You, as shareholders in Chr. Hansen, will receive 1.5326 Novozymes shares in exchange for each Chr. Hansen share you hold at the time of completion. Novo Holdings has confirmed its confidence in the merger and will support the transaction. This includes exchanging their current 22% stake in Chr. Hansen at an exchange rate ratio of 1.0227. That means at a less favorable exchange ratio than other Chr. Hansen shareholders, illustrating their confidence in the potential of the combined business. Before moving on with our agenda today, I would like to emphasize that the decision to recommend the merger has not been a decision that we, as the board of directors, have taken lightly. After we received the first indication of interest from Novozymes, the board, together with the Chr. Hansen management, conducted a very thorough process to identify and evaluate the best opportunities for Chr. Hansen, for you as shareholders, and for other stakeholders such as our employees. This process also included the option for Chr. Hansen to continue as an independent company executing on our 2025 strategy. However, it was a clear conclusion for the board when evaluating these alternatives that the proposed merger under the presented conditions was the most attractive option and in the best interest of shareholders. We acknowledge this is an emotional topic for many. With this combination, we are confident to secure an even stronger future for Chr. Hansen by creating a leading biosolutions partner with a strong Danish heritage and global presence at the same time. We have a clear vision of contributing to a healthy planet for the benefit of our customers and ultimately for consumers all over the world. We are convinced that this combination will create value for all our shareholders as well as for society, and this will also offer exciting new opportunities for our employees. Therefore, I am proud, on behalf of my board colleagues and the Chr. Hansen management, to recommend a vote in favor of the merger of Chr. Hansen and Novozymes. I should also mention that earlier today, the shareholders of Novozymes, in their own EGM, voted in favor of the proposed merger with a very significant majority. I will now hand back to Anders. Thank you. Thank you, Dominique. I will focus on a number of formal requirements that I need to inform you of as part of this proposal for implementing the merger. First of all, the merger will be conducted as a statutory merger under Danish law, which means that all assets and liabilities of Chr. Hansen upon implementation of the merger will transfer to Novozymes, and Chr. Hansen will be dissolved as part of that without liquidation. There are a number of documents that need to be prepared in connection with a merger such as this. First of all, of course, the merger plan, which has been made available to all shareholders. And then there are certain documents that are prepared by third parties. First of all, we have two reports from PwC, who as an independent expert has rendered some reports on the creditors' position and on the merger plan. The report on the creditors' position concludes that all creditors are sufficiently secure after the merger, and the report on the merger plan concludes that the methods applied for determining the merger considerations are appropriate, and also that it's considered that the merger consideration is fair and reasonable from a financial point of view. The board has also rendered a report which comes to the same conclusions. In addition to this, there is what is referred to as an exemption document, which is a prospectus-like document which describes the two businesses and the combination, which has been made available on the company's homepage from March 8. It's not a document that is reviewed by authorities, but it follows detailed rules of the EU prospectus regulations. I'll now turn to the conditions for the merger, which you can see here on the slide behind me. These are quite detailed if you look at the merger plan, so they are quite legal in nature, and I'll refer to the specific terms there. The most important one to highlight at this stage is, of course, that the regulatory approvals, which are at this stage still outstanding for a number of jurisdictions, and these will have to be satisfied before the merger can be finally implemented. As you can see, there are also a number of other conditions which are more formal in nature, including some that relate to Novo Holdings. As I mentioned before, there will be a two-step process here. After this meeting, we will file the approvals with the Danish Business Authority, and then once these conditions are satisfied, the merger can then be finally implemented, and that, again, requires that all of these conditions are satisfied. When it comes to the consideration, Dominique has already explained that, so I'll not repeat it here. Just note that with regard to Novo Holdings, if they do require additional shares after if they have required additional shares in Chr. Hansen, after the announcement date, those additional shares will exchange under the exchange ratio of the free-float shareholders. With the merger exchange ratios as this, there will obviously be some fractions, and these will be settled in cash. The precise terms of that are set out in the merger plan. There are also certain jurisdictions where Chr. Hansen and Novozymes will not be able to deliver shares, and in those, the consideration shares will be sold, and delivery will then be made in cash instead. The precise terms of all of these elements of the consideration can be found in the merger plan. As we get closer to the completion date, there will also be new announcements that relate to the practical details around the exchange. Moving on to extraordinary events since the adoption of the merger plan, it's a requirement under the Danish Companies Act that there's information to you, shareholders, about extraordinary events that might have passed since the merger plan was adopted. And they're all listed here, and I think none of them should be a surprise. First of all, there's the Q1 report for Chr. Hansen, which has been published in January. And then there is the binding ruling from the tax authorities that the merger can be completed as a tax-exempt merger under Danish tax legislation. And then again, the exemption document that I mentioned before has been published. Chr. Hansen's outlook for 2022-2023 was also confirmed in a recent announcement on March 8. And in that announcement, there was also a description of the proposed governance that Dominique outlined before. Finally, two days ago, it was announced that the U.S. merger control rules, there is a statutory waiting period for the authorities there, and that statutory waiting period had expired, which paved the way for approval there. I'll now move on to the second proposal of today, which is the resolution to approve a transaction-specific indemnity relating to the transaction. Already back in 2021, Chr. Hansen's general meeting approved that the company can enter into indemnification arrangements in certain circumstances, and that it was also reflected in the company's remuneration policy. Today, this is a transaction-specific indemnification, which relates specifically to the transaction here. The board considers that the responsibilities that are related to a merger process such as this are fairly unusual and exceed what a board member can normally and other management members can normally be expected to undertake as part of their duties. Some of these liabilities might also exceed what is normally covered under Chr. Hansen's D&O insurance. To facilitate the process, the board of directors has therefore considered it to be in the best interest of Chr. Hansen and its shareholders that the general meeting approves this transaction-specific indemnification. As noted in the slide here, there are some important exemptions to this indemnification, including that there will be no coverage in case of gross negligence, fraud, or willful misconduct. Moving on to item three on the agenda, this is a change of the financial year to change to the normal calendar year, which is the financial year of Novozymes. As you can see here, if we adopt this proposal, there will need to be a transition period, which is reflected here, so that this financial year goes from September 1, 2022, till 31 December 2023. And therefore, there's an article that needs to be amended in the articles of association, which is reflected there. Moving on to the next item on the agenda, this relates to the board fees. On the AGM in 2022, the board received approval of the board fees for the financial year 2022 to 2023. And as we are amending that year and don't know exactly when these different conditions for the merger will be completed, there's a need to adjust these fees so that the board gets compensated for the period that they actually serve. So the proposal is to make a pro rata adjustment of the fee to be based on the time that they actually serve, either until the merger is completed or until the next annual general meeting. Technically, the adjustment will be based on a per quarter commenced. It will apply to all of the ordinary board fees, committee fees, and special rules around travel allowances and so on will apply for the full period. So this was the formal presentation of all the four items on the agenda. And there's now an opportunity to ask questions and come with comments to the report here from the board. We have one speaker here. And as I mentioned, you're most welcome to both speak Danish or English. It will be translated on the fly. Det var rart. Det jo. Right. Og skulle forholde sig. It's strange to be here today and to understand a combination of Chr. Hansen and Novozymes. I know there's been no decision concerning the name, but I would recommend calling it Hansenzymes. If you call it Hansenzymes, then you still have the Chr. Hansen name, right? It's really an old Danish company, isn't it? There are so many companies that change their name, and some do it, you know, one minute it's one name, and the next moment it's a different name. That's very strange. Why don't you call it Hansenzymes or something else that really links to history? Because looking back, you know, I think it's not going to go too quickly because the 25th of February next year is Chr. Hansen's 150th anniversary, and I think the wonderful staff shouldn't be cheated out of that. But perhaps you're doing this because you don't know how to celebrate a 150th anniversary in this very international company anyway. But let me also ask. I take it that in connection with the combination, you have made some sort of SWOT analysis. We've heard about strengths and all of that, but I want to hear about threats and weaknesses of the plan. If there are any weaknesses, I don't know. It would strengthen the credibility of the analysis if you were able to sort of focus on something, seeing things from the other side of the coin, if you like. So what are the weaknesses and what are the threats? I'd like to know. I would also like to know. I can see that in the continuing company, you will retain Chr. Hansen as a secondary name. That's a good idea because all the products that Chr. Hansen has can continue to be sold under the name of Chr. Hansen. Are you going to do that? I hope so because it's really a strong brand. Chr. Hansen is a strong brand, and when you make a new website, I just want to say, I took a look at Chr. Hansen's website, and I've seen that it is a very international website. You can read it in English, Chinese, French, Portuguese, German, Spanish, and you can also read it in Russian. I don't know why. I'm not going to comment on that, but why can you not read anything in Danish? Is it because Danish is not a good language? Or is it because the board doesn't understand Danish? Why is it? Why is it? It's a Danish company. Why can you not read anything on the website in the language of the country where the company belongs? I think that's a shame. Chr. Hansen is part of Danish culture. Without Danish culture and the Danish language, we would not have made it to where we are today, and we would not have been here today. Why on earth is the Danish language being reduced like that? Shame on you. But anyway, I'm happy that a new company will be coming so I can correct things, I hope. Thank you for your attention. Tak for det. And thank you in English. I believe Dominique will be the first one to respond, and Mauricio will then follow up. And I am very sorry because I cannot do it in Danish. It's not because I don't like the language, but it's because I don't know the language. So sorry for that. Nobody's perfect. Just to, you know, we are very conscious that we inherit a very strong legacy, and of course, we don't want to waste it. We want to exploit it and to build on this opportunity, and I can tell you that one of the reasons why Novozymes approached us is because they are very conscious of the very strong legacy of Chr. Hansen in terms of values, culture, technology platform, top quality, employee dedication, feel reassured that we are not going to waste this immense heritage. In terms of the celebration, I don't know yet what will happen in 2024 because of all the events that are happening now. But I can tell you that we are already working. I would say it's Chr. Hansen's management working on a book about a SWOT, and it's true that we have gone through extensive analysis of all our options, as I said earlier in my speech. And believe me, we have not been blind to the volatility of the current environment, which can be assessed as a threat or with the unpredictable. We also know that there are so many reasons for this merger to be full of potential. And starting with very strong technology platform, very strong complementarity between the two companies, which is very rare in such deals. Enzymes on one side and microbials on the other side, fermentation on both sides. It creates immense opportunities to mix the two and create very innovative breakthrough solutions. Also, we talked about the new geographic spread all around the world with the adding the geographies where Novozymes is present and where Chr. Hansen is present, so these are immense opportunities, and of course, if there is a risk, it's an execution risk, but we are very confident that with two Danish companies with a lot of shared values, although there are also some differences, we will be able to combine the best of both to also succeed in executing everything we discussed earlier on, and as to the name, I explained that we are working in the spirit of a true merger, so working together, collaborating, the name is not ready today for obvious reasons, but it will be part of a brainstorming and of studies with the two teams together, and I'm sure they will come up with a very good solution. Mauricio, anything you would like to add to this? No? Okay. Thank you. Thank you, Dominique. I'd then like to ask if there are others that would like to ask questions or comment on the proposals here. Lars? Who's, of course, very well known to the company and who also knows the company very well. Okay. At least I used to know it. So I would like to express my very strong support for the proposed merger. I think it is a merger which makes a lot of sense and which holds immense opportunities for the future of Chr. Hansen. I spent 33 years with Chr. Hansen. I stepped down 10 years ago as CEO and was replaced by Cees de Jong, who is now going back again to the new merger. I don't know what that might sort of indicate, but I'll leave that for the moment. But when I think back of the past 25 years of Chr. Hansen, there have been a lot of different changes. Going back to the mid-90s, there was the big change from animal rennet produced from calf stomachs over to fermentation produced chymosin. There was a lot of people who were concerned, and there was a lot of resistance and questions as to whether it was actually the right thing to do. It turned out to be extremely prosperous to Chr. Hansen. In 2002, 2003, we were going through a hard time. At that time, the market cap of Chr. Hansen was DKK 2 billion. You can do the math yourself based on the numbers which were presented by Dominique. And we were put for sale, and we were sold not only to a private equity fund, but to a French private equity fund. Hi, Dominique. There was a lot of uncertainty, and there was a lot of people. I remember when I made the presentation in the canteen of Chr. Hansen, we had three or five people sitting in the front row actually crying because of this change of identity. It turned out to be a huge opportunity for Chr. Hansen and a way to release some of the energy and some of the value which has not been released until that time. Then again, in 2010, when it was agreed to list Chr. Hansen on the stock exchange, that also caused a lot of uncertainty. Now we are getting out in the free air. Everybody can trade shares. What's going to happen, etc.? There was all this uncertainty, but it turned out actually also to be a very good opportunity for Chr. Hansen. Just go up and look at what's happening in the headquarters of Chr. Hansen right now, where they're building sort of a space lab or whatever. It is something which all these changes has actually released a lot of energy, a lot of opportunities, and also created a lot of value. I'm very much convinced that this merger will also release a lot of values, not only for the shareholders in Chr. Hansen. I know I'm speaking to shareholders, but I guess I'm also speaking to some of the employees in Chr. Hansen, also for the employees, because being a bigger company also gives some opportunities for each individual employee. For me, that's probably one of the most important things. To the question about why this is actually necessary, in 2010, when we were listed on the stock exchange, Chr. Hansen had a market cap of DKK 14 billion. At that time, we were among the biggest specialty ingredient producers. Today, the biggest specialty producers have a market cap of around EUR 30-40 billion. So much has happened in this industry, and you just have to be bigger in order to compete in this space. And that's the reason why Chr. Hansen and Novozymes, with individual market caps which were big, seen from a Danish perspective, but not very big, seen from a Firmenich or IFF or Givaudan perspective, it makes all the logic in the world actually join forces. So let me just end up by saying that I think that this is an excellent opportunity, and I wish all the best, not only for the shareholders, but also for the employees. Thank you. Thank you. Thank you, Lars. And we can go from one ex-CEO of the company to the present one. Mauricio, do you want to respond? Lars, I just want to express on behalf of the board and management our appreciation for your words. You have been a builder of this company for many years. You and I met for the first time when you were still CEO of Chr. Hansen, and companies that are successful in the future are also companies that know when to change. And this is a moment of change and a great opportunity for the company. We take from the former questions all the respect of building on the strong heritage of Chr. Hansen, the Danish heritage. The new company will find a way to celebrate each, like in a family tree, all of the elements that build the culture of the new company. And I am sure that within the new company, there will be a celebration of Chr. Hansen 150 years as part of this new company, even if it's not as an independent company, and just building on what Dominique said, the name of the company will be looked at in a very professional way by both teams and also with advisors on building on the great heritage and looking at the future for a company that will be a leader in the bioscience industry. Thank you. Thank you, Mauricio. I don't know if there are other questions or comments to the proposals that we went through earlier. If not, I will take us through them one by one, so first of all, we have the resolution to adopt the implementation of the statutory merger between Chr. Hansen and Novozymes in accordance with the merger plan. I would like to ask if there are any final comments or questions. Otherwise, I'll conclude that the proposal is adopted. It is adopted, and I can inform you now that the majority is 95% based on the votes that have been cast also in advance. Moving on to the next resolution, it's the resolution to approve the transaction-specific indemnity for management and certain employees. Any final questions or comments to that proposal? Otherwise, I'll conclude that that is adopted. It is also adopted. And then we move on to the next more technical item, which is the change of the financial year. Any questions or comments to that? If not, I'll conclude that that is adopted as well. And for item four, that is the adjustment to the board fees, as explained before. Any final questions or comments to that? If not, I can also conclude that that is adopted. Then the final item on the agenda is an authorization to me as the chair of the meeting here to file the resolutions with the Danish Business Authority. I'll refer to the convening notice for the details of that authorization. Any questions or comments to that? If not, I can also conclude that that is adopted and that we've then gone through the entire agenda. Congratulations from me to both the shareholders of Chr. Hansen and Novozymes' with these important resolutions. It's a very important milestone. Of course, there are a few ahead still for this to be completed. Dominique, do you want to finish off the meeting? Thank you, Anders. We have gone through the agenda of this extraordinary general meeting, and I would very much like to thank all of you for your participation. I would also like to thank you for the support to the board's recommendation to vote in favor of the merger with Novozymes, in favor of the specific indemnification, the change of financial year, and finally, the technical adjustment pro rata temporis for the board remuneration depending on the final closing of the deal. This is a historic and emotional day, I have to say, for the Chr. Hansen company. We are convinced that this is the right decision and that it will create value for all our shareholders, all our stakeholders, as well as for society at large. On behalf of the board of directors, I wish you all a very good evening. Thank you for your attention.
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