Royal DSM NV will merge with Swiss ingredients maker Firmenich to become the largest fragrance, beauty, well-being, and nutrition supplier.

The new group, DSM-Firmenich, will lead in the fragrance category and command revenue of more than 11 billion euros ($12 billion).

WHO: Firmenich, the world's largest privately owned fragrance and taste company, was founded in Geneva, Switzerland, in 1895 and has been family owned for 126 years. Firmenich is a leading business-to-business company specialized in the research, creation, manufacture, and sale of perfumes, flavors, and ingredients.

Founded in 1902, Royal DSM is a global, purpose-led, science-based company active in Nutrition, Health, and Sustainable Living. DSM's purpose is to create brighter lives for all. DSM addresses with its products and solutions some of the world's biggest challenges while simultaneously creating economic, environmental, and societal value for all its stakeholders—customers, employees, shareholders, and society at large. DSM delivers innovative solutions for human nutrition, animal nutrition, personal care and aroma, medical devices, green products and applications, and new mobility and connectivity. DSM and its associated companies deliver annual net sales of about €10 billion with approximately 23,000 employees.

WHY: The transaction finalizes DSM's transformation from a chemicals company to a consumer goods–focused business. The merger with family-owned Firmenich forms a challenger in the flavor and fragrance category.

IN THEIR OWN WORDS: "DSM-Firmenich will bring together leading creativity and cutting-edge science and innovation. Together, we will be able to better serve the needs of customers and deliver compelling growth and returns," Thomas Leysen, Chairman of the DSM supervisory board, said in a statement.

"The combination of DSM and Firmenich is transformational, and brings together two culturally aligned and iconic businesses, each with over 125 years' heritage of innovation," said Patrick Firmenich, Chairman of Firmenich. "Our shared purpose and common values, combined with our highly complementary capabilities, gives me confidence we can accelerate our growth further through innovation and new creations. I am confident that for all stakeholders of the future DSM-Firmenich business, the most exciting times are still to come."

"DSM-Firmenich will be the foremost creator of positive fragrances and beauty products, as well as a global aroma ingredients business that together have leadership in renewable, natural, proprietary biodegradable and biotechnology-derived ingredients," the companies said jointly.

DETAILS:

• The new company is to have four businesses, which will include a perfumery and beauty division.
• Firmenich reported sales of 4.5 billion Swiss francs ($4.7 billion) last year, while DSM's total sales were 9.2 billion euros in 2021. Both companies realized an adjusted EBITDA of around 20%.
• DSM shareholders would own 65.5% of the new Dutch-Swiss group, while current owners of Firmenich will own the rest of the shares and will receive 3.5 billion euros in cash.
• The merger will be made through a public offer for DSM shares in exchange for DSM-Firmenich shares, with a one-to-one ratio, plus a contribution of Firmenich shares to DSM-Firmenich in exchange for DSM-Firmenich shares and 3.5 billion euros in cash.
• Projected mid-term sustainable organic sales growth per year is between 5% and 7%, with an adjusted EBITDA margin of 22% to 23%.
• The companies aim for an additional 350 million euros of recurring profit and 500 million euros in annual sales uplift several years after the merger.
• DSM-Firmenich will have a Swiss-based holding company with a principal seat in Kaiseraugst, Switzerland, and be listed on Euronext Amsterdam.
• The group's headquarters will be both in Kaiseraugust and Maastricht, the Netherlands.
• The deal is expected to close in the first half of 2023.
• Goldman Sachs and BDT & Co. Europe advised Firmenich. DSM's advisors are Centerview Partners and JPMorgan.