Ludwigshafen, Germany – November 21, 2012 – BASF
[Frankfurt: BAS, LSE: BFA, SWX: AN] plans to acquire Pronova
BioPharma ASA, Lysaker, Norway, [OBX: PRON], a pioneer in the
field of research, development, and manufacturing of omega-3
fatty acids. BASF has reached an agreement with Pronova to
make a recommended voluntary public takeover offer to Pronova’s
shareholders, and will offer to pay NOK 12.50 in cash for each
Pronova share. The Board of Directors of Pronova and the
management unanimously support BASF’s offer and recommend
its acceptance.
In addition, 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.
The offer corresponds to a premium of 24% 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 4,845 million (approximately
€664 million).
“The intended acquisition will significantly strengthen our position
in the fast growing and highly profitable market for omega-3 fatty
acids. We want to combine the global market reach and
experience of BASF with the know-how of Pronova in omega-3
fatty acids,” 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.
Highly concentrated omega-3 fatty acids are a globally growing
market, driven by an increasing consumer awareness of omega-3
fatty acids health benefits. With the acquisition of Pronova BASF
will immediately achieve a leading position in the global market for
omega-3 fatty acids. Pronova’s active pharmaceutical ingredients
are used to treat cardiovascular diseases such as post-myocardial
infarction. In nutritional applications, including dietary
supplements, there is a strong body of evidence supporting a
broad range of positive health benefits through omega-3 fatty
acids, for example, in the areas of cognitive development or heart
health.
The acquisition will be financed by way of available resources of
BASF. The offer will be made by BASF’s wholly-owned subsidiary
BASF AS in Norway and will be subject to certain conditions, 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, and the same amount of
votes which can be exercised in the general meeting of Pronova
and that there shall have been no occurrence of a material
adverse change. The offer will also be subject to approval by the
relevant merger control authorities. The complete details of the
offer, including all terms and conditions, will be included in an offer
document complying with the requirements of the Norwegian
Securities Trading Act, which is expected to be sent to Pronova’s
shareholders on or about December 5, 2012. BASF expects to
finalize the transaction in the first quarter of 2013.
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 recommen-
dation 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 www.basf.com.