BASF Increases Offer for Pronova BioPharma to €684 million

16 Jan 2013 ---- BASF has confirmed its offer to acquire all of the issued and outstanding shares of Pronova BioPharma ASA, Lysaker, Norway and is increasing its cash offer price to NOK 13.50 per share (previously NOK 12.50). The offer period expires at 16:30 CET on January 18, 2013 and will not be extended.

 

“We thank all those shareholders of Pronova who have accepted the offer to date. Following a comprehensive due diligence review and taking into account the opportunities and foreseeable risks in Pronova’s business this increased offer is our last, best and final offer,” 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. “We believe that our offer represents the full and fair value to all shareholders and that it provides the best solution for Pronova’s stakeholders.”

 

All regulatory approvals required for completion of the voluntary offer have been obtained. The offer is subject to fulfillment of all further relevant offer conditions, set out in the offer document published on December 5, 2012, including inter alia that shareholders shall in the aggregate have accepted the offer for a number of shares representing more than 90% of the total share capital of Pronova.

 

As of January 14, 2013, 16:30 CET, BASF has received acceptances under the voluntary offer for a number of shares representing approximately 70% of the issued shares and votes in Pronova. BASF has obtained irrevocable pre-acceptance commitments for approximately 60% of Pronova’s share capital; including the 50.0% stake held by majority shareholders Herkules Private Equity Fund (held through its funds Herkules Private Equity (Jersey-I) L.P. and Herkules Private Equity (Jersey-II) L.P.), an approximately 9.1% stake indirectly controlled by investment firms Kistefos AS and Kistefos Investment AS and 0.3% held by members of the Board of Directors and management of Pronova.

 

Except for Herkules Private Equity (Jersey-I) L.P. and Herkules Private Equity (Jersey-II) L.P., all shareholders including those who have tendered their shares to date will be entitled to receive the increased offer price.

 

BASF expects closing of the offer in the first quarter of 2013.

 

BASF announced plans to acquire Pronova BioPharma ASA in November 2012. 

 

“The intended acquisition will significantly strengthen our position in the fast growing and highly profitable market for omega-3 fatty acids. We want to combine the global market reach and experience of BASF with the know-how of Pronova in omega-3 fatty acids,” said Michael Heinz at the time.

 

Highly concentrated omega-3 fatty acids are a globally growing market, d riven by an increasing consumer awareness of omega-3 fatty acids health benefits. With the acquisition of Pronova BASF will immediately achieve a leading position in the global market for omega-3 fatty acids. 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.