The combination of Novozymes and Chr. Hansen is now successfully completed, creating Novonesis – a leading global biosolutions partner
29 Janvier 2024 - 11:27AM
The combination of Novozymes and Chr. Hansen is now successfully
completed, creating Novonesis – a leading global biosolutions
partner
Today, the proposed combination of the legacy companies
Novozymes and Chr. Hansen is successfully completed, establishing
the company Novonesis. Novonesis is a world-leading biosolutions
partner for better business, healthier lives, and a healthier
planet. The combined company brings together 10,000 people
worldwide and an expertise that spans more than 30 different
industries. Novonesis is already assisting companies around the
world in meeting both business needs and the needs of the
planet. COPENHAGEN, Denmark – January 29,
2024. On December 12, 2022, Novozymes and Chr. Hansen
entered into an agreement to create a leading global biosolutions
partner through a statutory merger of the two companies. All
regulatory approvals and registrations are now in place and the
proposed combination is successfully completed following the final
registration with the Danish Business Authority today.
Ester Baiget, President and CEO of Novonesis,
says:
- We have successfully combined Novozymes and Chr. Hansen and
today we come together as one leading global biosolutions partner.
Novonesis combines our joint strengths and the wonders of biology,
and we are set to lead a new era of biosolutions. We will innovate
and develop transformative biosolutions that improve the way we all
produce, consume and live. And we have gathered the brightest minds
and together with my 10,000 colleagues, we will unlock the
limitless potential of biosolutions.
Cees de Jong, Chairman of Novonesis, adds:
- I am pleased to witness the realization of the Novozymes and
Chr. Hansen combination, creating a true global biosolutions
leader. We will continue to create powerful biosolutions for our
customers and partners based on our more than 100 years of
innovation and application expertise. Together, we will serve as a
growth partner to our customers; a value creator to our
shareholders; and a company that has a significant, positive impact
on society and the planet. Novonesis builds on a shared heritage of
sustainability leadership and will keep leading the way.
The combination of Novozymes and Chr. Hansen will create a
leading global biosolutions partner with a broad biological toolbox
and a diversified portfolio in attractive markets. The combined
group will have annual revenue of approximately EUR 3.7 billion1
with solid profitability and cash generation. Half of the portfolio
will focus on enabling healthier lives and producing better foods.
The other half will address reducing chemical use and targeting
climate neutral practices.
The combined group will operate a global network of R&D and
application centers as well as manufacturing sites and will employ
around 10,000 talented and purpose-driven employees who are
inspired by the power of biosolutions.
The name ’Novonesis’ has origin in science’s classical
roots ‘Genesis’ is Greek for ‘origin’ or ‘beginning’. By
choosing a word with a root in Greek the name honors how ancient
Greek thinkers (from Pythagoras to Aristotle) played a key role in
the development of science as we know it today. ‘Novo’ means
new. The Novo name is globally associated with strong science
capabilities, a purpose driven mindset, a Nordic heritage as well
as a great societal contributor. These are all assets and values
that are shared by the future combined company. |
Financial ambitions as communicated on December 12,
2022
- An expected organic revenue growth of 6-8% (CAGR) through
2025.2
- An expected EBIT margin of 29% by 2025 excluding integration
costs and PPA amortization.3
- Annual revenue synergies are estimated at EUR 200 million with
an EUR 80-90 million EBIT impact achievable within four years of
completion and an estimated EUR 80-90 million in cost synergies
achievable within three years of completion.
- Beyond 2025, the ambition is to continue to deliver accelerated
sustainable growth from the underlying business coupled with new,
and de-risked, innovation and growth opportunities.
- EPS, excluding integration costs and PPA amortization, is
expected to be mid-single digit percentage accretive in the third
year of completion.
- No additional debt is expected to be issued because of the
transaction, and leverage at completion is expected to be 1.3-1.7x,
which is also the expected future net debt level.
- A continuation of historic shareholder dividend payout ratio of
~50% is expected.
Sustainability ambitions as communicated on December 12,
2022
- Emissions$14: Carbon neutrality by 2050; 75% reduction in
absolute CO2 emissions from operations (scopes 1+2) and 35%
reduction in absolute CO2 emissions from supply chain (scope 3) by
2030
- People5: Minimum 45% women and 45% men across all professionals
and senior management by 2030
Proforma numbers and communication of 2024
outlook
Proforma numbers for Novonesis including
revenue, organic revenue growth, key financial numbers as well as
2024 outlook will be provided no later than March 31.
Capital Markets DayNovonesis will host a
Capital Markets Day in London on June 18, 2024. Focus will be on
the integration, synergies, financials, and the power of the
combined technology platform. Further details will be shared at a
later stage.
Reporting structure and currencyNovonesis will
be reporting in EUR. For the first and third quarters, trading
statements providing revenue and organic revenue growth will be
released along with any potential updates to the financial
outlook.Full consolidated financial statements including
profitability for the two divisions will be provided in future half
and full-year earnings releases.
Revenue will be reported for two divisions. For each division,
additional revenue performance will be provided for the following
sales areas:
Food & Health
Biosolutions:
- ‘Food & Beverages’ (Novozymes’ Food & Beverage and Chr.
Hansen’s Food Cultures & Enzymes)
- ‘Human Health’ (Novozymes’ Human Health and Chr. Hansen’s Human
Health)
Planetary Health
Biosolutions:
- ’Agriculture, Energy & Tech’ (Novozymes’ Bioenergy,
Agriculture & Animal Health/ Nutrition, Grain & Tech
Processing and Chr. Hansen’s Animal & Plant Health)
- ‘Household Care’ (Novozymes’ Household Care)
Board of Directors and the Executive
Leadership TeamNovozymes expects to convene an
extraordinary general meeting for the purpose of electing new
members to the board of directors and to seek approval of Novonesis
as a new secondary company name.
The board of directors will initially, in addition to the
employee-elected board members, consist of nine shareholder-elected
board members to ensure a strong integration of the two companies.
It is anticipated that the following individuals will be nominated
for election to the board of directors of the combined company at
the extraordinary general meeting:
Proposed Board of Directors (excluding
employee elected)
- Cornelis (Cees) de Jong, as Chair (independent)
- Jesper Brandgaard, as Vice Chair (independent)
- Heine Dalsgaard (non-independent)
- Sharon James (independent)
- Kasim Kutay (non-independent)
- Lise Kaae (independent)
- Kevin Lane (independent)
- Morten Otto Alexander Sommer (independent)
- Kim Stratton (independent)
As announced on October 10, 2023, the following
nine executives have been appointed to the future Executive
Leadership Team:
Executive Leadership Team
- Ester Baiget, CEO
- Rainer Lehmann, CFO
- Jacob Paulsen, EVP, Food & Beverage Biosolutions
- Amy Byrick, EVP, Human Health Biosolutions
- Tina Sejersgaard Fanø, EVP, Planetary Health Biosolutions
- Claus Crone Fuglsang, Chief Scientific Officer
- Anders Lund, Chief Operating Officer
- Henrik Joerck Nielsen, EVP, Strategy & Integration
- Morten Enggaard Rasmussen, EVP, People & Stakeholder
Relations
- Winnie Bügel, General Counsel – Legal (temporary role)
About Novonesis Novonesis is a global company
leading the era of biosolutions. By leveraging the power of
microbiology with science, we transform the way the world produces,
consumes, and lives. In more than 30 industries, our biosolutions
are already creating value for millions of consumers and
benefitting the planet. Our 10,000 people worldwide work closely
with our partners and customers to transform business with
biology.
Learn more on www.novonesis.comFor additional
information on the transaction, please visit
www.power-with-biology.com
Media
Relations |
|
Investor
Relations |
Lina
Danstrup Head of External CommunicationPhone: +45 30
77 05 52lind@novonesis.com |
|
Tobias
Cornelius Björklund Head of Investor RelationsPhone: +45
30 77 86 82tobb@novonesis.com |
1 Combined financials are based on Chr. Hansen’s unaudited
Q4 Interim report 2022/23 and Novozymes’ unaudited interim reports
for 9M 2023 and Q4 2022. Novozymes figures have been converted from
DKK to EUR using a single FX rate of 7.44 for purposes of
translation only.
2 Using 2023 as the base year. Expectation reflects each
individual company’s previously communicated targets adding
synergies from the combination. Note that all targets assume
constant currencies, no additional acquisitions, no divestments, no
special items, a gradual normalization of the global economy.
3 Estimated integration costs of EUR 250 million, of which
approximately EUR 50 million would be capitalized, are expected
through 2026. PPA is defined as Purchase Price Allocation. The
estimate reflects each individual company’s previously communicated
targets adding synergies from the combination. Note that all
targets assume constant currencies, no additional acquisitions, no
divestments, no special items or other extraordinary effects, a
gradual normalization of the global economy.
[4] Non-financial ambition based on Novozymes’ targets. Base
year for CO2 emissions: Novozymes 2018, Chr. Hansen 2019/2020
[5] Non-financial ambition based on Novozymes’ targets.
- Novonesis day1_Press release
Novonesis AS (TG:NZM2)
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