BASF extends offer period for Pronova BioPharma
- Offer period extended to January 18, 2013
- Cash offer of NOK 12.50 per share maintained
- Acceptances received to date for 67.2% of Pronova’s share capital
Ludwigshafen, Germany – December 19, 2012 – BASF (Frankfurt: BAS, LSE: BFA, SWX: AN) is extending its offer period to acquire all of the issued and outstanding shares of Pronova BioPharma ASA, Lysaker, Norway, [OBX: PRON], for NOK 12.50 per share in cash until January 18, 2013, 16:30 CET.
By December 19, 2012, 9:00 CET, BASF has received acceptances under the voluntary offer for a number of shares representing approximately 67.2% of the issued shares and votes in Pronova. Total acceptances received to date thus exceed two thirds of the share capital and votes in Pronova. The Oslo Stock Exchange has been notified according to the Norwegian Securities Trading Act, Section 4-2 subsection (2).
The offer remains subject to the terms and conditions set out in the offer document published on December 5, 2012, including inter alia that BASF has received acceptances for more than 90% of the total share capital of Pronova. The new deadline – January 18, 2013 – represents the maximum extension of the offer period.
The Board of Directors of Pronova and the management unanimously support BASF’s offer and recommend its acceptance. Subject to fulfillment of all relevant offer conditions BASF expects closing of the offer in Q1 2013.
“We thank all Pronova shareholders that have been and will be supportive of our offer. With the chances but also the risks for the business of Pronova in mind, we firmly believe that our offer does provide full and fair value for all shareholders. We will maintain our disciplined financial approach to acquisitions,” 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.
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
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).
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
 This includes a total of approximately 59.4% in Pronova’s share capital that has been pre-accepted by majority shareholders and members of Pronova’s Board and management team.