BASF SE / Offer
15.09.2008
Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
BASF makes offer to acquire Ciba
- Cash offer of CHF 50.00 per share provides attractive premium
- Cibas 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 Cibas 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 BASFs
attractive offer and recommends its acceptance to Cibas shareholders. The
offer corresponds to a premium of 32 percent above the closing price for
Cibas 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 Cibas 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)<pre>
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*</pre>
* before special items
Michael Grabicki
Phone: +49 621 60-99938
Fax: +49 621 60-92693
michael.grabicki@basf.com
DGAP 15.09.2008
---------------------------------------------------------------------------
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,
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
---------------------------------------------------------------------------
DGAP-Adhoc: BASF SE: BASF makes offer to acquire Ciba
| Source: EQS Group AG