Danisco and Genencor International Inc., a diversified biotechnology company, jointly announced that they have signed a definitive agreement for Danisco to acquire all of the outstanding shares of common stock of Genencor, other than those held by Danisco, Eastman Chemical Company or their respective subsidiaries.

In connection with the definitive agreement with Genencor, Danisco has entered into a definitive stock purchase agreement with Eastman under which Danisco will acquire all of the outstanding shares of common stock of Genencor held by Eastman for $15 per share in cash and all of the outstanding shares of preferred stock of Genencor held by Eastman for $44 million in cash, subject to adjustment in certain instances. Danisco and Eastman currently each own approximately 42% of Genencor's outstanding shares of common stock and 50% of Genencor's outstanding shares of preferred stock.

TRANSACTION FACTS
Danisco will acquire the shares in Genencor held by Eastman. The total acquisition price amounts to DKK 2,413 million ($419 million) including preferred shares.

Danisco will commence a tender offer of $19.25 per share to the other shareholders in Genencor. A special committee of independent directors of Genencor has reviewed the tender offer transaction on behalf of the Genencor stockholders unaffiliated with Danisco and Eastman. Upon the recommendation of the special committee, the board of directors of Genencor has approved the acquisition agreement and the transaction.

Completion is expected no later than May 31, 2005, following completion of the tender offer. Following completion, Genencor will be a wholly owned subsidiary of Danisco.

The final transaction is conditional upon acquiring a majority of the shares held by public shareholders.

Danisco has obtained financing for the acquisition through its existing bank relations. Strategic rationale

Genencor's intensive focus on research and development and world-class capabilities in enzyme discovery, optimization and production will fill Danisco´s gaps in the enzyme value chain. Combined with Danisco's capabilities in enzyme application and development for food and feed along with our strong global platform for selling and servicing these two industries, this will give a significant competitive edge for the Danisco divisions dealing with food and feed enzymes, the company believes.

An acquisition will position Danisco as a major player in a new profitable business area, industrial enzymes. Furthermore, it will add new exciting technology developments within bio-ingredients in new industries such as personal care.

Danisco CEO Alf Duch-Pedersen said, “Our acquisition of Genencor will enhance Danisco´s strong capabilities in enzymes for food and feed. Being an advanced and recognized biotech business, Genencor will expand our knowledge base significantly and broaden our access to a new important business area, industrial enzymes.”

“Our two companies know each other well, and the synergy is obvious,” said Jean-Jacques Bienaimé, chairman and CEO of Genencor. “Now, we will have the depth and the reach to achieve the vision we've had for our business.”