BASF SE: BASF Publishes Offer to Ciba Shareholders
– Offer period from October 1 to October 28, 2008
— Cash offer of CHF 50.00 per Ciba share provides attractive premium
— Ciba’s Board of Directors supports offer
Michael Grabicki, +49 621 60-99938
Fax: +49 621 60-92693
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. Jurgen 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.
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 EUR 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.
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).
Issuer: BASF SE
Phone: +49 (0)621 60-0
Fax: +49 (0)621 60-4 25 25
ISIN: DE0005151005, DE000A0JRFB0, Borse Dublin, Frankfurter Wertpapierborse, , DE000A0JRFA2, Borse Dublin, Frankfurter Wertpapierborse, , DE000A0JQF26, Borse Dublin, Frankfurter Wertpapierborse, , DE000A0EUB86, Frankfurter Wertpapierborse, , DE0008846718, Frankfurter Wertpapierborse,
WKN: 515 100, WKN A0JRFB, Borse Dublin, Frankfurter Wertpapierborse, , WKN A0JRFA, Borse Dublin, Frankfurter Wertpapierborse, , WKN A0JQF2, Borse Dublin, Frankfurter Wertpapierborse, , WKN A0EUB8, Frankfurter Wertpapierborse, , WKN 884671, Frankfurter Wertpapierborse,
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