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21 января 2013 г.

More than 97% of Pronova’s shareholders accept BASF’s offer for Pronova BioPharma

  • Increased voluntary cash offer successful
  • Squeeze-out-process in preparation
  • Finalisation of transaction expected in first quarter


Ludwigshafen, Germany – January 21, 2013 – The extended offer period for BASF’s [Frankfurt: BAS, LSE: BFA, SWX: AN] voluntary cash offer to shareholders of Pronova BioPharma ASA, Lysaker, Norway, [OBX: PRON], ended on January 18, 2013, 16:30 CET. During the offer period, a total of 293,975,655 Pronova shares have been tendered to BASF. This corresponds to 97.7% of all Pronova shares. Based on all outstanding shares and including all net financial liabilities, the enterprise value would be NOK 4,996 million (approximately €684 million). [1]


All regulatory approvals required for completion of the voluntary offer have been obtained. The next step in the acquisition process will be the settlement of the offer within the following 14 days. The transfer of shares to BASF and the payment of the offer price will take place on the settlement date (closing). BASF is setting up a compulsory acquisition process in order to acquire the remaining shares after closing (squeeze out). BASF expects to finalize the transaction within the next weeks.


“We thank all Pronova shareholders that have been supportive of our offer. We firmly believe that it represents the full and fair value for all shareholders, while providing the best strategic option for the further development of Pronova’s business. The acquisition will strengthen BASF’s and Pronova’s position in the market for 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.


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.


With the acquisition of Pronova, BASF will achieve a leading position in the global market for omega-3 fatty acids. Pronova will become a key part of BASF’s omega-3-business. “We aim to combine Pronova’s strong expertise and good position in the market for omega-3 fatty acids with BASF’s worldwide market presence and technical know-how. We are looking forward to working closely with Pronova’s employees in order to form the best team,” said Heinz. A detailed integration plan will be developed in a discovery phase after closing.


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


[1] 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 the increased offer price of January 15, 2013, therefore the improved offer impacts only approximately 50% of the shares.


Последнее обновление 21 января 2013 г.