Ludwigshafen, Germany – January 15, 2013 – BASF [Frankfurt:
BAS, LSE: BFA, SWX: AN] confirms its offer to acquire all of the
issued and outstanding shares of Pronova BioPharma ASA,
Lysaker, Norway, [OBX: PRON], and is increasing its cash offer
price to NOK 13.50 per share (previously NOK 12.50). The offer
period expires at 16:30 CET on January 18, 2013 and will not be
extended.
The increased offer corresponds to a premium of 34% above the
volume-weighted average share price for Pronova’s shares in the
six months prior to announcement of the public takeover offer.
Based on all outstanding shares and including all net financial
liabilities, the enterprise value would be NOK 4,996 million
(approximately €684 million).
“We thank all those shareholders of Pronova who have accepted
the offer to date. Following a comprehensive due diligence review
and taking into account the opportunities and foreseeable risks in
Pronova’s business this increased offer is our last, best and final offer,”
said Michael Heinz, member of the Board of Executive Directors of
BASF SE and responsible for the Performance Products segment,
which includes the Nutrition & Health division. “We believe that our offer
represents the full and fair value to all shareholders and that it provides
the best solution for Pronova’s stakeholders.”
All regulatory approvals required for completion of the voluntary offer
have been obtained. The offer is subject to fulfillment of all further
relevant offer conditions, set out in the offer document published on
December 5, 2012, including inter alia that shareholders shall in the
aggregate have accepted the offer for a number of shares representing
more than 90% of the total share capital of Pronova.
As of January 14, 2013, 16:30 CET, BASF has received acceptances
under the voluntary offer for a number of shares representing
approximately 70% of the issued shares and votes in Pronova. BASF
has obtained irrevocable pre-acceptance commitments for
approximately 60% of Pronova’s share capital; including the 50.0%
stake held by majority shareholders Herkules Private Equity Fund (held
through its funds Herkules Private Equity (Jersey-I) L.P. and Herkules
Private Equity (Jersey-II) L.P.), an approximately 9.1% stake indirectly
controlled by investment firms Kistefos AS and Kistefos Investment AS
and 0.3% held by members of the Board of Directors and management
of Pronova.
Except for Herkules Private Equity (Jersey-I) L.P. and Herkules Private
Equity (Jersey-II) L.P., all shareholders including those who have
tendered their shares to date will be entitled to receive the increased
offer price.
BASF expects closing of the offer in the first quarter of 2013.
For questions regarding the offer, please contact:
Arctic Securities ASA, acting as receiving agent for the offer
Phone: +47 21 01 30 40
Fax: +47 21 01 31 36
Email: settlement@arcticsec.no
IMPORTANT NOTICE
This release is not intended for distribution to, or use by, any person or entity in any
jurisdiction or country where such distribution or use would be contrary to local law or
regulation. This release has been prepared by BASF. No representation or warranty
(express or implied) of any nature is given, nor is any responsibility or liability of any
kind accepted, with respect to the truthfulness, completeness or accuracy of any
information, projection, statement or omission in this release. This release does not
constitute, nor does it form part of, any offer or invitation to buy, sell, exchange or
otherwise dispose of, or issue, or any solicitation of any offer to sell or issue,
exchange or otherwise dispose of, buy or subscribe for, any securities. This release
does not constitute investment, legal, tax, accountancy or other advice or a
recommendation with respect to such securities, nor does it constitute the solicitation
of any vote or approval in any jurisdiction. There shall not be any offer or sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the applicable securities laws of any such
jurisdiction (or under exemption from such requirements).
About BASF
BASF is the world’s leading chemical company: The Chemical Company. Its portfolio
ranges from chemicals, plastics, performance products and crop protection products
to oil and gas. We combine economic success, social responsibility and environmental
protection. Through science and innovation we enable our customers in almost all
industries to meet the current and future needs of society. Our products and system
solutions contribute to conserving resources, ensuring healthy food and nutrition and
helping to improve the quality of life. We have summed up this contribution in our
corporate purpose: We create chemistry for a sustainable future. BASF posted sales
of about €73.5 billion in 2011 and had more than 111,000 employees as of the end of
the year. BASF shares are traded on the stock exchanges in Frankfurt (BAS), London
(BFA) and Zurich (AN). Further information on BASF is available on the Internet at
http://www.basf.com