BASF SE

M&A Activity • Sep 15, 2008

News Details

UK Regulatory | 15 September 2008 17:26

BASF SE: BASF makes offer to acquire Ciba

BASF SE / Acquisition

Release of a UK Regulatory Announcement, transmitted by DGAP - a company of
EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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BASF makes offer to acquire Ciba

• Cash offer of CHF 50.00 per share provides attractive premium

• Ciba’s Board of Directors supports offer

• BASF to expand its leading position in specialty chemicals with
  additional products and services

• Repositioning and restructuring of paper chemicals operations to create
  leading supplier with extensive portfolio

• Basel to remain an important site for parts of the combined business

BASF [BAS, BFA, AN] plans to acquire Ciba Holding AG, Basel, Switzerland,
[CIBN], a leading specialty chemical company, and will make a public
takeover offer to Ciba’s shareholders. BASF will pay CHF 50.00 in cash for
each nominal share in Ciba. BASF and Ciba have reached a transaction
agreement in which the Board of Directors of Ciba supports BASF’s
attractive offer and recommends its acceptance to Ciba’s shareholders. The
offer corresponds to a premium of 32 percent above the closing price for
Ciba’s 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. Based on all outstanding Ciba
shares and including all net financial liabilities and pension obligations,
the enterprise value would be CHF 6.1 billion (approximately €3.8 billion).

With the acquisition of Ciba, BASF is strengthening its portfolio and
expanding its leading position in specialty chemicals with products and
services for a variety of customer industries, in particular the plastics
and coatings industries as well as water treatment. In paper chemicals, the
company will intensify the urgently needed restructuring process and become
the leading supplier with an extensive portfolio. Basel will remain an
important site for parts of the combined business, in particular research.
BASF will establish a global operating division in Basel.

Offer period expected to begin on October 1, 2008

BASF will today (September 15, 2008) publish the formal advance
notification in which the offer is officially announced and which contains
all the fundamental information on the planned offer. The offer prospectus
is scheduled to be published on October 1, 2008. The offer is expected to
begin with the publication of the offer prospectus following the approval
of the offer by the Swiss Takeover Board and, subject to later extension,
will be valid for 20 trading days plus an obligatory extension of 10
trading days in accordance with Swiss law. The offer is subject to a number
of conditions. These include the tendering of at least 66.67 percent of all
nominal shares, approval by the relevant authorities, as well as the
removal of various takeover defenses in Ciba’s statutes. BASF expects to
finalize the transaction in the first quarter of 2009 at the latest. The
financing for the offer is in place.

Selected key data for BASF and Ciba (2007)

                               BASF                   Ciba

Sites ~100 major sites ~60
Employees ~95,000 ~13,000
Sales €57.9 billion €4.0 billion
EBIT before special items €7,614 million €336 million
EBITDA margin 18.2 percent* 13.9 percent*

* before special items

Michael Grabicki
Phone: +49 621 60-99938
Fax: +49 621 60-92693
michael.grabicki@basf.com

15.09.2008 Financial News transmitted by DGAP

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: info.service@basf.com
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,
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
Category Code: ACQ
LSE Ticker: BFA
Sequence Number: 18
Time of Receipt: Sep 15, 2008 17:26:01

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