UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement
under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act
of 1934
GENENCOR INTERNATIONAL,
INC.
(Name of Subject Company
(Issuer))
DANISCO A/S
DANISCO HOLDING USA INC.
DH SUBSIDIARY INC.
A/S PSE 38 NR. 2024
(Name of Filing Persons (Offeror,
Affiliates of Offeror))
Common Stock, $0.01 Par
Value
(Title of Class of
Securities)
368709101
(CUSIP Number)
Jørgen Rosenlund
Group General
Counsel, Vice President
Danisco A/S
Langebrogade 1
P.O. Box
17
DK-1001 Copenhagen K
011-45-3-266-2000
(Name, Address and Telephone Number of
Person Authorized
to Receive Notices and Communications)
copy to:
Robert A.
McTamaney, Esq.
Carter Ledyard & Milburn LLP
2 Wall Street,
New York, New York 10005
(212) 732-3200
Calculation of Filing Fee
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| Transaction
Valuation* |
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Amount of Filing Fee** |
| $676,053,224 |
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$79,572 |
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| * |
Estimated
for purposes of calculating the filing fee only. This calculation
assumes the purchase of the 35,119,648 shares of common stock of
Genencor International, Inc. outstanding as of January 31, 2005
and not owned of record by Danisco A/S or its subsidiaries at the
tender offer price of $19.25 per share of common stock. |
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| ** |
The amount of the filing fee,
calculated in accordance with Rule 0-11 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and
Fee Rate Advisory No. 6 for fiscal year 2005, equals $117.70 per
million dollars of transaction value. |
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Check the box if any part
of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or
Schedule and the date of its filing. |
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Paid: |
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Filing
Party: |
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or Registration
No. |
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Date Filed: |
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer. |
Check
the appropriate boxes below to designate any transactions to which the
statement relates:
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third-party
tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule
13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule
13d-2. |
Check the following box if the filing is a
final amendment reporting the results of the tender offer:
This
Tender Offer Statement on Schedule TO (this "Schedule
TO") relates to the offer (the
"Offer") by DH Subsidiary Inc., a Delaware
corporation ("Buyer") and an indirect wholly
owned subsidiary of Danisco A/S., a Danish corporation
("Danisco"), to purchase all the outstanding
shares of common stock, par value $0.01 per share (the
"Shares"), of Genencor International, Inc., a
Delaware corporation (the "Issuer"), at a
purchase price of $19.25 per Share, net to the seller in cash, without
interest thereon (the "Offer Price"), upon
the terms and subject to the conditions set forth in the Offer to
Purchase dated February 15, 2005 (the "Offer to
Purchase"), and in the related Letter of Transmittal (the
"Letter of Transmittal"), copies of which are
filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii)
respectively. This Schedule TO is being filed on behalf of Buyer,
Danisco, Danisco Holding USA Inc., and A/S PSE 38 nr. 2024.
The information set forth in the Offer to Purchase,
including the Schedules and Annexes thereto, is hereby incorporated by
reference in answer to items 1 through 11 and 13 of this Schedule TO,
and is supplemented by the information specifically provided
herein.
ITEM
1. SUMMARY TERM SHEET.
The information set forth
in the Offer to Purchase under the captions "Summary Term
Sheet" and "Questions and Answers about the
Tender Offer" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
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| (a) |
The information set forth in the Offer to
Purchase under the caption "The Tender Offer - Certain
Information Concerning Genencor" is incorporated herein by
reference. |
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| (b) |
The information set forth in
the Offer to Purchase under the caption
"Introduction" is incorporated herein by
reference. |
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| (c) |
The information set forth in
the Offer to Purchase under the caption "The Tender Offer
- Price Range of Shares; Dividends" is incorporated herein
by reference. |
ITEM 3. IDENTITY AND BACKGROUND OF
FILING PERSON.
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| (a)-(c) |
The information set
forth in the Offer to Purchase under the caption "The
Tender Offer - Certain Information Concerning the Bidder
Group" and in Annex A ("Directors and
Executive Officers of the Bidder Group") and Annex B
("Directors and Executive Officers of Genencor
International, Inc.") thereto is incorporated herein by
reference. |
ITEM 4. TERMS OF THE TRANSACTION.
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| (a) |
The information set forth in the Offer to
Purchase under the captions "Introduction,"
"Special Factors - The Merger; Plans for Genencor After
the Offer and the Merger; Certain Effects of the Offer and the
Merger," "The Tender Offer - Terms of the
Offer," "The Tender Offer - Acceptance for
Payment and Payment for Shares," "The Tender
Offer - Procedure for Tendering Shares," "The
Tender Offer - Withdrawal Rights" and "The
Tender Offer - Certain United States Federal Income Tax
Considerations" is incorporated herein by reference. |
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
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| (a) |
The information set forth in
the Offer to Purchase under the captions "Special Factors
- Background of the Offer," "Special Factors
- Security Ownership of Certain Beneficial Owners,"
"Special Factors - Related Party
Transactions," "Special Factors - Interests
of Certain Persons in the Offer" and in Annex A
("Directors and Executive Officers of the Bidder
Group") thereto is incorporated herein by reference. |
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| (b) |
The information set forth in the Offer to
Purchase under the captions "Special Factors - Background
of the Offer," "Special Factors - Security
Ownership of Certain Beneficial Owners,"
"Special Factors - Purpose and Structure of the Offer and
the Merger; Reasons of Danisco for the Offer and the
Merger," "Special Factors - Transactions and
Arrangements Concerning the Shares," and
"Special Factors - Certain Agreements Relating to the
Offer and the Merger" is incorporated herein by
reference. |
ITEM 6. PURPOSE OF THIS TRANSACTION AND
PLANS OR PROPOSALS.
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| (a) |
The information set
forth in the Offer to Purchase under the captions "Special
Factors - Purpose and Structure of the Offer and the Merger; Reasons of
Danisco for the Offer and the Merger,"
"Special Factors - Certain Agreements Relating to the
Offer and the Merger" and "Special Factors -
The Merger; Plans for Genencor after the Offer and the Merger; Certain
Effects of the Offer and Merger" is incorporated herein by
reference. |
1
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| (c)(1)-(7) |
The
information set forth in the Offer to Purchase under the captions
"Introduction," "Special Factors
- Background of the Offer," "Special Factors
- Purpose and Structure of the Offer and the Merger; Reasons of Danisco
for the Offer and the Merger," "Special
Factors - Certain Agreements Relating to the Offer and the
Merger," "Special Factors - The Merger; Plans
for Genencor after the Offer and the Merger; Certain Effects of the
Offer and Merger" and "The Tender Offer -
Certain Effects on the Market for the Shares" is
incorporated herein by reference. |
ITEM 7. SOURCE AND
AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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| (a) and
(b) |
The information set forth in the Offer to
Purchase under the caption "The Tender Offer - Source and
Amount of Funds" is incorporated herein by reference. |
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| (d) |
The information set forth in the Offer to
Purchase under the caption "The Tender Offer - Source and
Amount of Funds" is incorporated herein by reference. |
ITEM 8. INTEREST IN SECURITIES OF THE COMPANY.
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The information set forth in the Offer to
Purchase under the "Introduction,"
"Special Factors - Background of the Offer,"
"Special Factors - Security Ownership of Certain
Beneficial Owners," "Special Factors -
Transactions and Arrangements Concerning the Shares,"
"Special Factors - Related Party
Transactions," "Special Factors - Interests
of Certain Persons in the Offer" and in Annex A
("Directors and Executive Officers of the Bidder
Group") thereto is incorporated herein by reference. |
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED
OR USED.
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| (a) |
The information set forth in the
Offer to Purchase under the caption "The Tender Offer -
Fees and Expenses" is incorporated herein by
reference. |
ITEM 10. FINANCIAL STATEMENTS.
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| (a) |
The financial statements of Buyer are not
material to the Offer. |
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| (b) |
The pro forma
financial statements of Buyer are not material to the Offer. |
ITEM 11. ADDITIONAL INFORMATION.
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| (a)(1) |
The information set forth in the Offer to
Purchase under the caption "Special Factors - Certain
Agreements Relating to the Offer and the Merger" is
incorporated herein by reference. |
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| (a)(2)-(3) |
The information set forth in the Offer
to Purchase under the captions "The Tender Offer -
Acceptance for Payment and Payment for Shares,"
"The Tender Offer - Certain Conditions of the
Offer," and "The Tender Offer - Certain Legal
Matters" is incorporated herein by reference. |
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| (a)(4) |
The information set forth in the Offer to
Purchase under the captions "Special Factors - The Merger;
Plans for Genencor after the Offer and the Merger; Certain Effects of
the Offer and Merger" and "The Tender Offer -
Certain Legal Matters" is incorporated herein by
reference. |
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| (a)(5) |
The information set forth in
the Offer to Purchase under the caption "The Tender Offer
- Certain Legal Matters" is incorporated herein by
reference. |
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| (b) |
The information set forth in
the Offer to Purchase and the Letter of Transmittal, including the
Annexes thereto, is incorporated herein by
reference. |
2
ITEM 12. EXHIBITS.
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| (a)(1)(i) |
Offer to Purchase, dated February 15,
2005. |
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| (a)(1)(ii) |
Letter of Transmittal. |
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| (a)(1)(iii) |
Notice of Guaranteed Delivery. |
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| (a)(1)(iv) |
Letter to Brokers, Dealers, Banks,
Trust Companies and other Nominees. |
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| (a)(1)(v) |
Letter to Clients for use by Brokers,
Dealers, Banks, Trust Companies and other Nominees. |
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| (a)(1)(vi) |
Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9. |
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| (a)(1)(vii) |
Summary Advertisement to be published
February 16, 2005. |
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| (a)(1)(viii) |
Text of Joint
Press Release issued by Danisco A/S and Genencor International, Inc. on
January 27, 2005 (previously filed as Exhibit 99.1 to the Schedule TO
filed by Danisco A/S on January 27, 2005 and incorporated herein by
reference). |
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| (a)(1)(ix) |
Text of news release
posted by Danisco A/S on its website and issued to the Copenhagen Stock
Exchange (previously filed as Exhibit 99.2 to the Schedule TO filed by
Danisco on January 27, 2005 and incorporated herein by reference). |
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| (a)(1)(x) |
Slideshow presentation by Danisco A/S on
January 27, 2005 (previously filed as Exhibit 99.1 to the Schedule TO
filed by Danisco A/S on January 27, 2005 and incorporated herein by
reference). |
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| (a)(1)(xi) |
Transcript of January
27, 2005 Conference Call (previously filed as Exhibit 99.1 to the
Schedule TO filed by Danisco A/S on January 31, 2005 and incorporated
herein by reference). |
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| (a)(1)(xii) |
Written
materials used by Mr. Duch-Pedersen in connection with a presentation
to Employees of Genencor International, Inc. on February 1, 2005
(previously filed as Exhibit 99.1 to the Schedule TO filed by Danisco
A/S on February 1, 2005 and incorporated herein by reference). |
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| (a)(1)(xiii) |
Slideshow presentation, dated
February 1, 2005 (previously filed as Exhibit 99.2 to the Schedule TO
filed by Danisco A/S on February 1, 2005 and incorporated herein by
reference). |
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| (a)(5)(i) |
Complaint of Ronald
Zappolla against Genencor International, Inc., et al., Civil Action No.
1052-N, filed in the Court of Chancery of the State of Delaware on
January 27, 2005. |
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| (a)(5)(ii) |
Complaint of
Mirfred Partners LLC against Genencor International, Inc., et al.,
Civil Action No. 1053-N, filed in the Court of Chancery of the State of
Delaware on January 27, 2005. |
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| (a)(5)(iii) |
Complaint of Dennis Rice against
Genencor International, Inc., et al., Civil Action No. 105CV 034734,
filed in Superior Court of the State of California, County of Santa
Clara on January 27, 2005. |
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| (a)(5)(iv) |
Complaint of Walter Sloboda against
Genencor International, Inc., et al., Civil Action No. 1072-N, filed in
the Court of Chancery of the State of Delaware on February 4, 2005. |
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| (a)(5)(v) |
Complaint of John Baker, on behalf of
himself and all others similarly situated, against Genencor
International, Inc., et al. filed in Superior Court of the State of
California, County of Santa Clara on February 8,
2005. |
3
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| (b) |
Commitment Letter,
dated February 4, 2005, from Danske Bank (previously filed as Exhibit
99.8 to the Schedule 13D filed by Danisco A/S on February 7, 2005 and
incorporated herein by reference). |
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| (d)(1) |
Acquisition Agreement, dated January 27,
2005, among Danisco A/S, DH Subsidiary Inc. and Genencor International,
Inc. (included as Annex D to the Offer to Purchase filed herewith as
Exhibit (a)(1)(i)). |
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| (d)(2) |
Stock Purchase
Agreement, dated January 27, 2005, among Danisco A/S, DH Subsidiary
Inc., Eastman Chemical Company and Eastman Chemical Company
Investments, Inc. (previously filed as Exhibit 99.1 to the Schedule 13D
filed by Danisco A/S on February 7, 2005 and incorporated herein by
reference). |
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| (d)(3)(i) |
Stockholder Agreement,
dated July 25, 2000, among Danisco A/S, Eastman Chemical Company and
Genencor International, Inc. (incorporated by reference to Exhibit 10.5
to Amendment No. 4 to Genencor International, Inc.'s registration
statement on Form S-1 (Registration No. 333-36452) filed on July 26,
2000). |
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| (d)(3)(ii) |
First Amendment to
Stockholder Agreement, dated February 16, 2001, among Danisco A/S,
Eastman Chemical Company and Genencor International, Inc. (incorporated
by reference to Exhibit 10.2 to Genencor International, Inc.'s
annual report on Form 10-K for the year ended December 31, 2002). |
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| (d)(3)(iii) |
Second Amendment to Stockholder
Agreement, dated November 15, 2002, among Danisco A/S, Eastman Chemical
Company and Genencor International, Inc. (incorporated by reference to
Exhibit 10.3 to Genencor International, Inc.'s annual report on
Form 10-K for the year ended December 31, 2002). |
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| (d)(3)(iv) |
Third Amendment to Stockholder
Agreement, dated April 2, 2003, among Danisco, Eastman and the Issuer
(incorporated by reference to Exhibit 10.4 to the Issuer's annual
report on Form 10-K for the year ended December 31, 2003). |
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| (d)(3)(v) |
Fourth Amendment to Stockholder
Agreement, dated January 27, 2005, among Danisco A/S, Eastman Chemical
Company and Genencor International, Inc. (incorporated by reference to
Exhibit 10.1 to Genencor International, Inc.'s current report on
Form 8-K dated January 27, 2005). |
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| (g) |
None. |
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| (h) |
None. |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Item 2. Subject Company Information.
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| (d) |
The information set forth in the Offer to
Purchase under the caption "The Tender Offer - Price Range
of Shares; Dividends" is incorporated herein by
reference. |
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| (e) |
The information set forth in
the Offer to Purchase under the caption "The Tender Offer
- Certain Information Concerning Genencor" is incorporated
herein by reference. |
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| (f) |
The information set
forth in the Offer to Purchase under the captions "Special
Factors - Certain Agreements Relating to the Offer and the
Merger," "Special Factors - Transactions and
Arrangements Concerning the Shares" and "The
Tender Offer - Certain Information Concerning Genencor" is
incorporated herein by reference. |
4
Item 4. Terms of the
Transaction
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| (c) |
The information set forth in
the Offer to Purchase under the captions "Special Factors
- Position of the Bidder Group Regarding the Fairness of the Offer and
the Merger" and "Special Factors - Certain
Agreements Relating to the Offer and the Merger" is
incorporated herein by reference. |
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| (d) |
The
information set forth in the Offer to Purchase under the caption
"Special Factors - Appraisal Rights" and in
Annex C ("Section 262 of the Delaware General Corporation
Law") thereto is incorporated herein by reference. |
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| (e) |
The information set forth in the Offer to
Purchase under the caption "The Tender Offer - Fees and
Expenses" is incorporated herein by reference. |
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| (f) |
Not applicable. |
Item
5. Past Contacts, Transactions, Negotiations and Agreements
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| (c) |
The information set forth in the Offer to
Purchase under the captions "Special Factors - Background
of the Offer," "Special Factors - Purpose and
Structure of the Offer and the Merger; Reasons of Danisco for the Offer
and the Merger," "Special Factors - Certain
Agreements Relating to the Offer and the Merger" and
"Special Factors - Transactions and Arrangements
Concerning the Shares" is incorporated herein by
reference. |
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| (e) |
The information set forth in
the Offer to Purchase under the captions "Special Factors
- Certain Agreements Relating to the Offer and the Merger"
and "The Tender Offer - Procedure for Tendering
Shares" is incorporated herein by reference. |
Item 6. Purposes of the Transaction and Plans or
Proposals
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| (b) |
The information set forth in the
Offer to Purchase under the captions "Special Factors -
Purpose and Structure of the Offer and the Merger; Reasons of Danisco
for the Offer and the Merger" and "Special
Factors - The Merger; Plans for Genencor after the Offer and the
Merger; Certain Effects of the Offer and Merger" is
incorporated herein by reference. |
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| (c)(8) |
The
information set forth in the Offer to Purchase under the captions
"Special Factors - Purpose and Structure of the Offer and
the Merger; Reasons of Danisco for the Offer and the
Merger" and "Special Factors - The Merger;
Plans for Genencor after the Offer and the Merger; Certain Effects of
the Offer and Merger" is incorporated herein by
reference. |
Item 7. Purposes, Alternatives, Reasons
and Effects
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| (a),(b),(c) |
The information set
forth in the Offer to Purchase under the captions "Special
Factors - Background of the Offer," "Special
Factors - Purpose and Structure of the Offer and the Merger; Reasons of
Danisco for the Offer and the Merger" and
"Special Factors - The Merger; Plans for Genencor after
the Offer and the Merger; Certain Effects of the Offer and
Merger" is incorporated herein by reference. |
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| (d) |
The information set forth in the Offer to
Purchase under the captions "Special Factors - The Merger;
Plans for Genencor after the Offer and the Merger; Certain Effects of
the Offer and Merger," "Special Factors -
Appraisal Rights" and "The Tender Offer -
Certain United States Federal Income Tax Considerations"
is incorporated herein by reference. |
5
Item 8. Fairness of the
Transaction
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| (a) and (b) |
The
information set forth in the Offer to Purchase under the captions
"Special Factors - Recommendation of the Special
Committee; Fairness of the Offer and the Merger" and
"Special Factors - Position of the Bidder Group Regarding
the Fairness of the Offer and the Merger" is incorporated
herein by reference. |
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| (c), (d) and (e) |
The
information set forth in the Offer to Purchase under the captions
"Special Factors - Recommendation of the Special
Committee; Fairness of the Offer and the Merger,"
"Special Factors - Position of the Bidder Group Regarding
the Fairness of the Offer and the Merger" and
"The Tender Offer - Certain Conditions of the
Offer." |
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| (f) |
The information set
forth in the Offer to Purchase under the captions "Special
Factors - Background of the Offer" and
"Special Factors - Purpose and Structure of the Offer and
the Merger; Certain Effects of the Offer and the Merger"
is incorporated herein by reference. |
Item
9. Reports, Opinions, Appraisals and Negotiations
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| (a)-(c) |
The information set forth in the
Offer to Purchase under the captions "Special Factors -
Recommendation of the Special Committee; Fairness of the Offer and the
Merger" and "Special Factors - Position of
the Bidder Group Regarding the Fairness of the Offer and the
Merger" is incorporated herein by reference. |
Item 10. Source and Amount of Funds and Other
Consideration
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| (c) |
The information set
forth in the Offer to Purchase under the caption "The
Tender Offer - Fees and Expenses" is incorporated herein
by reference. |
Item 12. The Solicitation or
Recommendation
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| (d) |
The information set
forth in the Offer to Purchase under the captions "Special
Factors - Certain Agreements Relating to the Offer and the
Merger," "Special Factors - Security
Ownership of Certain Beneficial Owners" and
"Special Factors - Interests of Certain Persons in the
Offer" is incorporated herein by reference. |
|
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| (e) |
The information set forth in the Offer to
Purchase under the captions "Special Factors -
Recommendation of the Special Committee; Fairness of the Offer and the
Merger" and "Special Factors - Position of
the Bidder Group Regarding the Fairness of the Offer and the
Merger" is incorporated herein by reference. |
Item 13. Financial Information
|
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| (a) |
The information set forth in the Offer
to Purchase under the caption "The Tender Offer - Certain
Information Concerning Genencor" is incorporated herein by
reference. |
|
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| (b) |
The effect of the transaction
on Genencor's balance sheet, statement of income, earnings per
share and ratio of earnings to fixed charges, and book value per share
is not material. |
Item 14. Persons/Assets Retained,
Employed, Compensated or Used
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| (b) |
None. |
Item
16. Exhibits
|
|
| (c)(1) |
Presentation
of Deutsche Bank Securities Inc. to Danisco A/S, dated November 30,
2004. |
|
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| (c)(2) |
Presentation of Deutsche
Bank Securities Inc. to Danisco A/S, dated December 3,
2004. |
|
|
| (f) |
Section 262 of the Delaware
General Corporation Law (included as Annex C to the Offer to Purchase
filed herewith as Exhibit
(a)(1)(i)). |
6
SIGNATURES
After due inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DANISCO A/S
By: /s/ Alf
Duch-Pedersen
Name:
Alf Duch-Pedersen
Title: Chief Executive
Officer
By: /s/ Søren
Bjerre-Nielsen
Name: Søren
Bjerre-Nielsen
|
Title: Executive Vice
President, Chief Financial Officer |
DANISCO HOLDING USA INC.
By: /s/
Jørgen Rosenlund
Name: Jørgen
Rosenlund
Title: Vice President/Group General
Counsel
DH SUBSIDIARY INC.
By: /s/ Jørgen Rosenlund
Name: Jørgen
Rosenlund
Title: Vice President/Group General
Counsel
A/S PSE 38 NR. 2024
By: /s/ Alf Duch-Pedersen
Name: Alf
Duch-Pedersen
Title: Chief Executive
Officer
By: /s/ Søren
Bjerre-Nielsen
Name: Søren
Bjerre-Nielsen
|
Title: Executive Vice
President, Chief Financial Officer |
Date:
February 15, 2005
7
INDEX
TO
EXHIBITS
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| Exhibit |
|
Description |
| (a)(1)(i) |
|
Offer
to Purchase, dated February 15,
2005. |
| (a)(1)(ii) |
|
Letter of
Transmittal. |
| (a)(1)(iii) |
|
Notice of
Guaranteed Delivery. |
| (a)(1)(iv) |
|
Letter to
Brokers, Dealers, Banks, Trust Companies and other
Nominees. |
| (a)(1)(v) |
|
Letter to Clients for
use by Brokers, Dealers, Banks, Trust Companies and other
Nominees. |
| (a)(1)(vi) |
|
Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9. |
| (a)(1)(vii) |
|
Summary
Advertisement to be published February 16,
2005. |
| (a)(1)(viii) |
|
Text of Joint Press
Release issued by Danisco A/S and Genencor International, Inc. on
January 27, 2005 (previously filed as Exhibit 99.1 to the Schedule TO
filed by Danisco on January 27, 2005 and incorporated herein by
reference) |
| (a)(1)(ix) |
|
Text of news release
posted by Danisco A/S on its website and issued to the Copenhagen Stock
Exchange (previously filed as Exhibit 99.2 to the Schedule TO filed by
Danisco on January 27, 2005 and incorporated herein by
reference). |
| (a)(1)(x) |
|
Slideshow presentation
by Danisco A/S on January 27, 2005 (previously filed as Exhibit 99.1 to
the Schedule TO filed by Danisco A/S on January 27, 2005 and
incorporated herein by
reference). |
| (a)(1)(xi) |
|
Transcript of January
27, 2005 Conference Call (previously filed as Exhibit 99.1 to the
Schedule TO filed by Danisco A/S on January 31, 2005 and incorporated
herein by reference). |
| (a)(1)(xii) |
|
Written
materials used by Mr. Duch-Pedersen in connection with a presentation
to Employees of Genencor International, Inc. on February 1, 2005
(previously filed as Exhibit 99.1 to the Schedule TO filed by Danisco
A/S on February 1, 2005 and incorporated herein by
reference). |
| (a)(1)(xiii) |
|
Slideshow
presentation, dated February 1, 2005 (previously filed as Exhibit 99.2
to the Schedule TO filed by Danisco A/S on February 1, 2005 and
incorporated herein by
reference). |
| (a)(5)(i) |
|
Complaint of Ronald
Zappolla against Genencor International, Inc., et al., Civil Action No.
1052-N, filed in the Court of Chancery of the State of Delaware on
January 27, 2005. |
| (a)(5)(ii) |
|
Complaint of
Mirfred Partners LLC against Genencor International, Inc., et al.,
Civil Action No. 1053-N, filed in the Court of Chancery of the State of
Delaware on January 27,
2005. |
| (a)(5)(iii) |
|
Complaint of Dennis Rice
against Genencor International, Inc., et al., Civil Action No. 105CV
034734, filed in Superior Court of the State of California, County of
Santa Clara on January 27,
2005. |
| (a)(5)(iv) |
|
Complaint of Walter Sloboda
against Genencor International, Inc., et al., Civil Action No. 1072-N,
filed in the Court of Chancery of the State of Delaware on February 4,
2005. |
|
|
|
|
|
|
|
|
| Exhibit |
|
Description |
| (a)(5)(v) |
|
Complaint of John
Baker, on behalf of himself and all others similarly situated, against
Genencor International, Inc., et al. filed in Superior Court of the
State of California, County of Santa Clara on February 8,
2005. |
| (b) |
|
Commitment Letter, dated February
4, 2005, from Danske Bank (previously filed as Exhibit 99.8 to the
Schedule 13D filed by Danisco A/S on February 7, 2005 and incorporated
herein by reference). |
| (c)(1) |
|
Presentation of
Deutsche Bank Securities Inc. to Danisco A/S, dated November 30,
2004. |
| (c)(2) |
|
Presentation of Deutsche Bank
Securities Inc. to Danisco A/S, dated December 3,
2004. |
| (d)(1) |
|
Acquisition Agreement, dated
January 27, 2005, among Danisco A/S, DH Subsidiary Inc. and Genencor
International, Inc. (included as Annex D to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)). |
| (d)(2) |
|
Stock
Purchase Agreement, dated January 27, 2005, among Danisco A/S, DH
Subsidiary Inc., Eastman Chemical Company and Eastman Chemical Company
Investments, Inc (previously filed as Exhibit 99.1 to the Schedule 13D
filed by Danisco A/S on February 7, 2005 and incorporated herein by
reference). |
| (d)(3)(i) |
|
Stockholder Agreement,
dated July 25, 2000, among Danisco A/S, Eastman Chemical Company and
Genencor International, Inc. (incorporated by reference to Exhibit 10.5
to Amendment No. 4 to Genencor International, Inc.'s registration
statement on Form S-1 (Registration No. 333-36452) filed on July 26,
2000). |
| (d)(3)(ii) |
|
First Amendment to
Stockholder Agreement, dated February 16, 2001, among Danisco A/S,
Eastman Chemical Company and Genencor International, Inc. (incorporated
by reference to Exhibit 10.2 to Genencor International, Inc.'s
annual report on Form 10-K for the year ended December 31,
2002). |
| (d)(3)(iii) |
|
Second Amendment to
Stockholder Agreement, dated November 15, 2002, among Danisco A/S,
Eastman Chemical Company and Genencor International, Inc. (incorporated
by reference to Exhibit 10.3 to Genencor International, Inc.'s
annual report on Form 10-K for the year ended December 31,
2002). |
| (d)(3)(iv) |
|
Third Amendment to
Stockholder Agreement, dated April 2, 2003, among Danisco A/S, Eastman
Chemical Company and Genencor International, Inc. (incorporated by
reference to Exhibit 10.4 to Genencor International, Inc.'s
annual report on Form 10-K for the year ended December 31,
2003). |
| (d)(3)(v) |
|
Fourth Amendment to
Stockholder Agreement, dated January 27, 2005, among Danisco A/S,
Eastman Chemical Company and Genencor International, Inc. (incorporated
by reference to Exhibit 10.1 to Genencor International, Inc.'s
current report on Form 8-K dated January 27,
2005). |
| (f) |
|
Section 262 of the Delaware
General Corporation Law (included as Annex C to the Offer to Purchase
filed herewith as Exhibit
(a)(1)(i)). |
| (g) |
|
None |
| (h) |
|
None |
|