M&A Activity • Oct 1, 2008
M&A Activity
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Corporate | 1 October 2008 10:33
BASF SE: BASF publishes offer to Ciba shareholders
BASF SE / Offer
Release of a Corporate News, transmitted by DGAP - a company of EquityStory
AG.
The issuer / publisher is solely responsible for the content of this announcement.
Ludwigshafen, Germany – October 1, 2008 – Following examination by the
Swiss Takeover Board, BASF [BAS, BFA, AN] today published the offer
prospectus for the public takeover offer to the shareholders of Ciba
Holding AG, Basel, Switzerland [CIBN]. The offer period begins on October
1, 2008, and ends on October 28, 2008 (4:00 p.m. Central European Time,
CET). All information on the BASF offer including the offer prospectus can
be downloaded from www.basf-info.com. The shareholders of Ciba Holding AG
will be notified about the offer and the required steps they must take in
order to accept it either through their custodian banks or, in case they
keep their share certificates themselves, directly by the Ciba share
registrar.
BASF is offering Ciba shareholders CHF 50.00 in cash for each nominal
share. This price corresponds to a premium of 32 percent above the closing
price for Ciba shares on September 12, 2008, and a premium of 60 percent
above the volume-weighted average share price for Ciba shares in the 30
days prior to announcement of the public takeover offer on September 15,
2008. The attractive cash offer gives Ciba shareholders the opportunity to
realize the full value of their investment including a high premium
immediately. BASF expects that the transaction will make a positive
contribution to its earnings per share in the second year after the
acquisition.
The Board of Directors of Ciba recommends in its report that Ciba
shareholders accept the offer. The independent expert appointed by the Ciba
Board of Directors considers the price offered by BASF to be fair.
'Through the acquisition of Ciba, we will strengthen our portfolio and
expand our leading position in specialty chemicals, in particular for the
plastics and coatings industries as well as for water treatment. In paper
chemicals, we will intensify the urgently needed restructuring process and
become one of the leading suppliers with an extensive portfolio. By
sustainably strengthening the combined businesses, we will provide a
long-term perspective for profitable growth,' said Dr. Jürgen Hambrecht,
Chairman of the Board of Executive Directors of BASF SE. 'The combined
business will benefit from BASF’s Verbund expertise, its operational
excellence and its broad access to markets. By integrating the products of
Ciba into our global platform, we are expanding the value-added chains of
BASF, which in turn will leverage the growth and earnings potential of Ciba
to its full extent.'
The public takeover offer is subject to several conditions, which are
described in detail in the offer prospectus. BASF has set the minimum
acceptance threshold to 66.67 percent of all nominal shares. The
transaction is also subject to the approval by the relevant authorities as
well as the removal of various takeover defenses in Ciba’s statutes. If the
minimum acceptance threshold is reached, it is currently planned to convene
an extraordinary shareholders’ meeting of Ciba Holding AG, which is
required for a change of the statutes, at the end of November or in early
December 2008. BASF expects to finalize the transaction in the first
quarter of 2009 at the latest.
The offer prospectus can be downloaded from www.basf-info.com.
About BASF
BASF is the world’s leading chemical company: The Chemical Company. Its
portfolio ranges from oil and gas to chemicals, plastics, performance
products, agricultural products and fine chemicals. As a reliable partner
BASF helps its customers in virtually all industries to be more successful.
With its high-value products and intelligent solutions, BASF plays an
important role in finding answers to global challenges such as climate
protection, energy efficiency, nutrition and mobility. BASF has more than
95,000 employees and posted sales of almost €58 billion in 2007. 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.
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 presentation.
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, nor does it 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, nor shall there 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).
Michael Grabicki
Phone: +49 621 60-99938
Fax: +49 621 60-92693
[email protected]
Language: English
Issuer: BASF SE
Carl-Bosch-Straße 38
67056 Ludwigshafen
Deutschland
Phone: +49 (0)621 60-0
Fax: +49 (0)621 60-4 25 25
E-mail: [email protected]
Internet: www.basf.com
ISIN: DE0005151005, DE000A0JRFB0, Börse Dublin, Frankfurter Wertpapierbörse, , DE000A0JRFA2, Börse Dublin, Frankfurter Wertpapierbörse, , DE000A0JQF26, Börse Dublin, Frankfurter Wertpapierbörse, , DE000A0EUB86, Frankfurter Wertpapierbörse, , DE0008846718, Frankfurter Wertpapierbörse,
WKN: 515 100, WKN A0JRFB, Börse Dublin, Frankfurter Wertpapierbörse, , WKN A0JRFA, Börse Dublin, Frankfurter Wertpapierbörse, , WKN A0JQF2, Börse Dublin, Frankfurter Wertpapierbörse, , WKN A0EUB8, Frankfurter Wertpapierbörse, , WKN 884671, Frankfurter Wertpapierbörse,
Indices: DAX, EURO STOXX 50
Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard),
Hannover, Düsseldorf, Stuttgart, München, Hamburg;
Terminbörse EUREX; Foreign Exchange(s) London, SWX
End of News DGAP News-Service
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