4//SEC Filing
GENENCOR INTERNATIONAL INC 4
Accession 0000910662-05-000275
CIK 0001113099operating
Filed
Apr 21, 8:00 PM ET
Accepted
Apr 22, 2:30 PM ET
Size
10.5 KB
Accession
0000910662-05-000275
Insider Transaction Report
Form 4
DANISCO A/S /FI
10% Owner
Transactions
- Purchase
Series A Preferred Stock, no par value
2005-04-21$90721.65/sh+485$44,000,000→ 970 total(indirect: See footnote 5.) - Purchase
Common Stock, $0.01 par value
2005-04-21$15.00/sh+25,000,000$375,000,000→ 58,670,529 total(indirect: See footnote 1.) - Purchase
Common Stock, $0.01 par value
2005-04-20$19.25/sh+8,670,529$166,907,683→ 33,670,529 total(indirect: See footnote 1.)
Footnotes (5)
- [F1]All of such shares are owned by DH Subsidiary Inc. ("DH Sub"), an indirect wholly-owned subsidiary of Danisco A/S.
- [F2]On April 20, 2005, in accordance with the terms of its Offer to Purchase, dated February 15, 2005, as supplemented (the "Offer to Purchase"), and the Acquisition Agreement among Danisco A/S, DH Sub and Genencor International, Inc., dated January 27, 2005 (the "Acquisition Agreement"), DH Sub accepted for purchase the 8,670,529 shares of Common Stock, $0.01 par value ("Shares"), of Genencor International, Inc. validly tendered in accordance with the terms and conditions of the Offer to Purchase and the related Letter of Transmittal.
- [F3]For more information regarding the Offer to Purchase, the Acquisition Agreement and the Stock Purchase Agreement (defined below), see the Schedule TO filed by Danisco A/S, DH Sub and certain affiliates, dated February 15, 2005, as amended. The number of Shares reported herein as accepted for payment is based on the estimate provided by Deutsche Bank Trust Company Americas, the depositary for the tender offer described in the Offer to Purchase. Additional Shares may be tendered pursuant to notices of guaranteed delivery and accepted and paid for by DH Sub after the date of this report.
- [F4]Purchased from Eastman Chemical Company ("Eastman") pursuant to a Stock Purchase Agreement, dated January 27, 2005 (the "Stock Purchase Agreement").
- [F5]Of such shares, 485 are owned by DH Sub and 485 are owned by Danisco USA Holding, Inc., a wholly-owned subsidiary of Danisco A/S. Pursuant to the Stock Purchase Agreement, Eastman is entitled to an additional payment in an amount, computed on the basis of a 360 calendar day year, equal to two and one-half (2.5%) per annum of U.S. $419,000,000 and accruing from and after March 25, 2005 until the closing of the sale, which occurred on April 21, 2005.
Documents
Issuer
GENENCOR INTERNATIONAL INC
CIK 0001113099
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001113099
Filing Metadata
- Form type
- 4
- Filed
- Apr 21, 8:00 PM ET
- Accepted
- Apr 22, 2:30 PM ET
- Size
- 10.5 KB