Novozymes and Chr. Hansen announce merger

Danisch companies, Novozymes A/S and Chr. Hansen Holding A/S have entered into an agreement to create a leading global biosolutions partner through a statutory merger of the two companies.

Novozymes is the world leader in biological solutions and the world's largest provider of enzyme and microbial technologies. Chr. Hansen is a global, differentiated bioscience company with over 145 years’ experience developing natural ingredient solutions for the food, nutritional, pharmaceutical, and agricultural industries.

The combination is expected to unleash the full potential of biological solutions and generate significant value for all stakeholders and society at large. It will create a broad biological toolbox and a diversified portfolio across markets. Uniting two strategically complementary biosolutions companies will accelerate their already best-in-class performance.

Novozymes and Chr. Hansen will meet customers’ growing demands for efficient, scalable, and sustainable biosolutions. The combined group will have a global talent pool of diverse and passionate employees who will benefit from its strong purpose-driven culture, expanded global presence and shared ambition to provide answers to the biggest challenges facing society. Together, the combined group will be equipped to stand stronger in addressing global challenges including enabling healthier lives, transforming food systems, and accelerating towards a climate neutral society.

Novo Holdings A/S, the largest shareholder in both Novozymes and Chr. Hansen, has affirmed its confidence in the two companies being a perfect match, and that a transaction would create a global leader in biosolutions that would capitalize on attractive growth opportunities while serving societal needs.

Strategic rationale

Novozymes estimates the current addressable market for biological solutions to be around EUR 15 billion and growing.¹ According to the World Economic Forum, the economic impact from biological solutions is expected to grow 3-times by 2040, driven by growing needs and demands from growing populations around the world.² This has increased pressure on natural resources, resulting in a need to produce more with less and an urgency to enable healthier lives, transform food systems and accelerate towards a climate neutral society.

These challenges have also affected customers, who are simultaneously seeking to enhance profitability, win consumers, comply with increasingly demanding regulations and be good corporate citizens. The combination of Novozymes and Chr. Hansen will capitalize on this pivotal moment for society by providing the biological solutions and biotech necessary to address these global megatrends and meet customer demands to produce more, sustainably, and efficiently.

Customer-centric global reach aligned with strong innovation capabilities

The customer-centric global reach of a combined group, aligned with the advanced discovery and applied research capabilities from a network of 38 R&D and application centres and 23 manufacturing sites, will provide customers with a partner with both global scale and local presence.³ The broad biological toolbox, strong patent positions, enhanced operations, innovation and commercial excellence and expanded customer base would also allow the combined group to enjoy strong long-term organic revenue growth.

Uniting and optimising the combined innovation platforms of both Novozymes and Chr. Hansen will bring together approximately 2,000 employees globally focused on R&D with over EUR 350 million reinvested into R&D annually, representing an estimated 10-11% of combined sales.⁴ Integrated capabilities, cutting-edge technology and agnostic biological problem solving, will put the combined group at the forefront of finding real solutions to real problems, faster and with higher accuracy.

Attracting, retaining, and developing world-class talent

Together, Novozymes and Chr. Hansen will comprise a global talent pool of 10,000 diverse and passionate employees around the world, with the expertise to innovate and create value for its customers.⁵ A combined group will also have a strong purpose-driven culture, based on complementary values and inspired by the power of biosolutions. The two companies believe that the combined group’s shared ambition and reputation for excellence, as well as its expanded global presence, would reinforce its ability to attract and retain the best talent in the sector. The power of these two talented teams would, together, allow the combined group to effectively service the fast-growing market for biological solutions.

Dedication to a healthy planet and sustainable future

Sustainability is fundamental to both Novozymes and Chr. Hansen and the combined group would be driven by clear ESG commitments that represent a dedication to a healthy planet and sustainable future. The combined group is expected to commit to carbon neutrality by 2050, 75% reduction in absolute CO2 emissions from its operations (Scopes 1+2) and 35% reduction in absolute CO2 emissions from its supply chain (Scope 3) by 2030. The combined group will also maintain Novozymes and Chr. Hansen’s shared commitments to diversity and seek to achieve, at a minimum, 45% women and 45% men across all professionals and senior management by 2030.⁶

The combined group

The proposed combination of Novozymes and Chr. Hansen will create a leading global biosolutions partner with a broad biological toolbox and a diversified portfolio. 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 38 R&D and application centers and 23 manufacturing sites and employ around 10,000 talented and purpose-driven employees who are inspired by the power of biosolutions.

Leadership

Upon completion of the statutory merger, Ester Baiget, the current Chief Executive Officer (CEO) of Novozymes, would assume leadership of the combined group as CEO. The Chief Financial Officer (CFO) would be Lars Green, the current CFO of Novozymes. Both roles would be part of the future Executive Leadership Team.

It is proposed that the Chair of the Board of Directors, shall be nominated by Novozymes, and the Vice Chair shall be nominated by Chr. Hansen. In addition, it is proposed that Novozymes will be responsible for nominating two (2) other board members of the combined group’s Board of Directors, Chr. Hansen will also nominate two (2) other board members, and Novo Holdings will, as the largest shareholder, also nominate two (2) other board members.

Shortly after completion of the statutory merger, Novozymes' Board of Directors will convene a general meeting for the purpose of electing any nominated members to the Novozymes Board of Directors, if such persons are not already an incumbent member of the Novozymes Board of Directors.

Until the employees of Novozymes have conducted the next election of employee representatives to Novozymes’ Board of Directors (planned to occur by the end of the calendar year 2024 with the new employee representatives joining Novozymes' Board of Directors following the Novozymes annual shareholders’ meeting in 2025), the current four (4) employee representatives shall continue as board members, unless they are replaced by the currently elected alternates. Until new employee representatives join the Novozymes Board of Directors after the next election, the current Chr. Hansen employees shall have the right to appoint two (2) board observers to the Board of Directors of Novozymes.

Corporate governance

The contemplated combination will be effectuated through a statutory merger in accordance with the Danish Companies Act, with Novozymes as the continuing company and Chr. Hansen as the dissolving company (the "Merger"). Following completion of the Merger, the combined company will continue to be admitted to trading and official listing on Nasdaq Copenhagen, and will continue to be domiciled and headquartered in Denmark, with the exact location to be determined between Hoersholm or Lyngby. The combined company will also continue to follow those rules and regulations for corporate governance being applicable for a company listed on Nasdaq Copenhagen.

At completion of the Merger, the combined company will initially operate under the name Novozymes A/S with Chr. Hansen registered as a secondary name. Novozymes and Chr. Hansen will jointly develop a name and brand of the combined company.

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1Novozymes internal estimates (CMD 2021 market analysis adjusted).

2 WEF 2018; WEF 2022; Novozymes internal estimates.

3 Figures include Novozymes’ acquisition of Synergia. Novozymes Annual Report 2021; Chr. Hansen Annual Report 2021/22; Chr. Hansen investor presentation 2022.

4 Novozymes internal estimates; Novozymes Annual Report 2021; Chr. Hansen Annual Report 2021/22.

5 Novozymes Annual Report 2021; Chr. Hansen Annual Report 2021/22.

6 Non-financial ambitions based on Novozymes’ targets. Base year for CO2 emissions: Novozymes 2018; Chr. Hansen 2019/2020.

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