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The
Novo Group - before and after The demerger of Novo Nordisk A/S into two companies is approaching. In this edition of Perspective we introduce the two new companies and describe the implications of the demerger for our shareholders. |
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Novozymes
A/S Novozymes is a biotechnology-based world leader in enzymes for industrial applications. The company has an estimated global market share of over 40%. |
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Financial highlights Novozymes (Enzyme Business activities only) Novo Nordisk (Health Care only) Financial statement for the first nine months of 2000 |
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Novo
Nordisk A/S The new Novo Nordisk is a global niche pharmaceutical company with biotechnology expertise. The company is the world leader in diabetes care. |
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Implications for shareholders Following the anticipated approval of the demerger at the extraordinary general meeting, each shareholder will receive one share in Novozymes A/S for each share currently owned in Novo Nordisk A/S. Holders of ADSs will be entitled to receive one B share for each two ADSs they hold. |
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Implications for shareholders
Following the anticipated approval of the demerger at the extraordinary general meeting, each shareholder will receive one share in Novozymes A/S for each share currently owned in Novo Nordisk A/S. Holders of ADSs will be entitled to receive one B share for each two ADSs they hold.
Novo Nordisk A/S has a dual class share structure consisting of non-listed A share capital of DKK 107,487,200 nominal value and listed B share capital of DKK 646,901,120 nominal value. Each listed B share has a nominal value of DKK 10. The A share capital is fully owned by Novo A/S, and the B shares of Novo Nordisk A/S are currently listed on the stock exchanges in Copenhagen and London and as American Depositary Shares (ADSs) on the New York Stock Exchange.
The new Novozymes A/S shares are expected to be listed on the Copenhagen Stock Exchange and are expected to start trading shortly after the extraordinary general meeting. Attention should be paid to the fact that the Novozymes A/S shares will not be listed on the New York and London stock exchanges and that the shares will be denominated in Danish kroner.
The B shares in Novo Nordisk A/S will continue to be traded on the Copenhagen and London stock exchanges and on the New York Stock Exchange in the form of ADSs as of the first day of trading after the demerger.
For both companies, only the B shares will be listed - for Novo Nordisk A/S in the US in the form of ADSs. Novo A/S will continue to hold the non-listed A share capital in both companies.
Shareholders intending to retain shares of both companies
Following the demerger, shareholders intending to retain their resulting holdings of Novo Nordisk A/S shares and of Novozymes A/S shares need to take no action and no transaction costs will materialise. The Depositary Bank (Morgan Guaranty Trust Company of New York) will send a letter requesting instructions for the Novozymes A/S shares to ADS holders.
Retain Novozymes A/S shares and sell shares in Novo Nordisk A/S
Following the demerger, shareholders and ADS holders intending to retain their resulting Novozymes A/S shares while disposing of shares and ADSs in Novo Nordisk A/S will be able to offer Novo Nordisk A/S shares and ADSs for sale on or after the first date of listing of the Novozymes A/S shares.
Transaction costs will depend upon individual shareholders' terms with their stockbroker.
The Depositary Bank (Morgan Guaranty Trust Company of New York) will send a letter requesting instructions for the Novozymes A/S shares to ADS holders.
Retain Novo Nordisk A/S shares and sell Novozymes A/S shares
Following the demerger, shareholders and ADS holders intending to retain their resulting Novo Nordisk A/S shares, respectively Novo Nordisk A/S ADSs while disposing of shares in Novozymes A/S will be able to offer Novozymes A/S shares for sale on or after the date of listing of the Novozymes A/S shares on the Copenhagen Stock Exchange.
The Depositary Bank (Morgan Guaranty Trust Company of New York) will send a letter requesting instructions for the Novozymes A/S shares to ADS holders.
In this letter, ADS holders will be able to instruct the Depositary Bank to sell the Novozymes A/S shares on their behalf.
Transaction costs will depend upon individual shareholders' terms with their stockbroker.
