BASF increases cash offer for Pronova BioPharma
- Cash offer increased to NOK 13.50 per share
- Acceptance of more than 90 percent required
- Offer period ends on January 18, 2013, 16:30 CET
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
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
 Based on net liabilities on September 30, 2012, and an exchange rate of €1 = NOK 7.3. The main shareholder Herkules Private Equity Fund is not entitled to the benefits of any increased offer price, therefore the improved offer impacts only approximately 50% of the shares.