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| Strictly
private &
confidential |
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Project
Figaro
Discussion materials
3 December 2004
Deutsche Bank Securities Inc., a subsidiary
of Deutsche Bank AG, conducts investment banking and securities
activities in the United States.


Contents

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| Section |
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| 1 |
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Genencor
share price analysis |
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|
1 |
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| 2 |
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Market
perception of Genencor's
situation |
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|
4 |
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Genencor
share price analysis |
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Section
1 |
| |
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Section
1
Genencor share price analysis


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Genencor
share price analysis |
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Section
1 |
| |
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Genencor
historical share price
An offer price of US$17 per
share would represent a premium in the range of 13.2% -
64.2% based on an average trading price in different time
periods

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Current
Share price:
$16.18 |
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Average |
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Premium
at $17 |
| 2004 YTD
(12/2/04) |
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|
15.02 |
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|
13.2 |
% |
| 12
months to
3/3/03 |
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|
10.35 |
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64.2 |
% |
| March 2003
-
present |
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|
14.75 |
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15.2 |
% |
| Current |
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|
16.18 |
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|
5.1 |
% |
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Genencor
share price analysis |
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Section
1 |
| |
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Genencor
historical share price comparison
Applying growth
rates from March 2003 to present for comparative companies and indices
to Genencor's March 3, 2003 share price result in
"normalised" share price levels of US$11.85
– $16.27
US
Specialty Chemicals Index composed of DuPont, Rohm & Haas, Praxair,
Air Products, PPG Industries, and FMC
Corp.

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Growth
rate March 2003 – present |
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Implied current GCOR share
price |
| GCOR |
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|
80.4 |
% |
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$ |
16.18 |
|
| MAXY |
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|
49.6 |
% |
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$ |
13.42 |
|
| DVSA |
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|
32.7 |
% |
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$ |
11.91 |
|
| Novozymes |
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|
81.4 |
% |
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$ |
16.27 |
|
| NASDAQ
Biotechnology
Index |
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|
56.5 |
% |
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$ |
14.04 |
|
| US
Specialty Chemicals
Index |
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|
72.1 |
% |
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$ |
15.44 |
|
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Market
perception of Genencor's
situation |
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Section
2 |
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Section
2
Market perception of Genencor's
situation


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Market
perception of Genencor's
situation |
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Section
2 |
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Market
perception – Danisco's investment in
Genencor

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| Danisco's
statements |
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Analyst
comments |
| "Since
Genencor's IPO in 2000, we have treated our stake in the company
as a financial asset, which can be reduced or increased at an
appropriate point in time. Considerations as to Danisco's holding
of Genencor shares are made on an ongoing
basis..." |
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"We believe that
both Danisco and Eastman Chemical will continually examine all routes
to value creation for Genencor over a longer period of
time...Danisco has suggested that it will divest its share in
Genencor stock as a related "tax issue"
lapses....We note that Danisco traditionally has not implemented a
policy of hedging its holdings in foreign subsidiaries or in
investments that it has no intention of selling. However, Danisco has
covered its position in
Genencor...." |
| Announcement
of results for 2003/04 (17 June
2004) |
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JP
Morgan October 2003 – August
2004 |
| "...the
situation for our shareholding in Genencor...it is a financial
asset...being a shareholder, which obviously implies that one day, we
may not be the shareholder and you know, our tax position runs out
after the 1 April but there is not much going to happen on the 1st of
April ..." |
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"We continue to believe
that Danisco will sell their 42% Genencor stake sooner rather
than
later." |
| Deutsche
Bank (6 June 2004) |
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| Q3 2003 Danisco
earnings conference call (18 March
2004) |
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"Post April
2004, we believe Danisco is likely to divest its 43% stake in
Genencor. In our view, the divestment should trigger share price
appreciation We do not expect the transaction
in itself to realise a significant profit. However, sale of the stake
will cut Danisco's exposure to Genencor's volatility and
should further highlight the undervaluation of the ingredients
business" |
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Citigroup
(1 March
2004) |
"Danisco
has not made any decision to put the shareholding (of Genencor) up for
sale. As stated at the company's AGM on 28 August 2003, we do not
find it to be expedient to own around 40 per cent of Genencor in the
long term when another investor owns a corresponding amount of
shares." |
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"We do expect
Danisco to sell the Genencor stake after 1 April. There seems
little point in holding on to Genencor, and we believe that Genencor
might also be better off on its own given that it seems to have lost
momentum recently, as illustrated by the loss of enzyme market share in
2003." |
| Carnegie (29 March
2004) |
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| "...a
likely disposal of the Genencor stake in due
course.." |
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| Stock
exchange announcement (11 September
2003) |
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Danske (18 June
2004) |
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Market
perception of Genencor's
situation |
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Section
2 |
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Market
perception – Eastman's investment in
Genencor

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| Eastman's
statements |
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Analysts
comments |
When asked:
"Do you still view Genencor as
non-strategic?" Brian Ferguson:
"Absolutely." |
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"Efforts
to divest the 41% stake in GCOR are ongoing and developments
appear
imminent." |
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JP
Morgan (3 September 2004) |
| Brian
Ferguson (CEO) Q2 2004 Eastman earnings conference call (30 July
2004) |
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"...we expect
announcement by year end." "Our guess
is that Eastman and other significant holder (Danisco) are working
together to divest their stakes, which could be complicating any
divestiture." |
| "...we
view our stake in Genencor as a financial asset. We have reached
conclusions about the options we want to pursue there and we're
pursuing those now." |
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Citigroup (3
September 2004) |
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"We agree
with Eastman management's view that the Genencor stake should
be monetized rather than
increased." |
| Brian
Ferguson (CEO) Q1 2004 Eastman earnings conference call (30 April
2004) |
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Morgan Stanley (2 September
2004) |
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"We believe Mr
Ferguson also hopes to divest its 42% stake in Genencor as part
of the restructuring
program." |
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JP
Morgan (2 June 2004) |
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"EMN
may be trying to sell its 42% stake in
Genencor..." |
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Lehman
Brothers (19 December
2003) |
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