BASF Successfully Completes Verenium Tender Offer
October 31 2013 - 11:29AM
Marketwired
BASF Successfully Completes Verenium Tender Offer
LUDWIGSHAFEN, GERMANY--(Marketwired - Oct 31, 2013) - BASF
(FRANKFURT: BAS) (LSE: BFA) (SIX: AN)
- Cash tender offer of US$4.00 per share successful
- Approximately 71% of Verenium's shares tendered
BASF (FRANKFURT: BAS) (LSE: BFA) (SIX: AN) today announced that
it has successfully completed the previously announced tender offer
to purchase all outstanding shares of common stock of Verenium
Corporation, San Diego, California, (NASDAQ: VRNM) for US$4.00 per
share in cash. The tender offer expired at 9:00 a.m. Eastern
Standard Time (USA) on October 31, 2013. As of the expiration of
the tender offer, 11,337,044 Verenium shares were validly tendered
and not withdrawn in the tender offer, representing approximately
71% of Verenium's outstanding shares, according to the depositary
for the tender offer.
Based on all outstanding shares and including all net financial
liabilities, the enterprise value would be approximately US$62
million (approximately EUR 48 million).1
"We thank all shareholders of Verenium who have been supportive
of our offer. The acquisition will strengthen our position in the
fast growing enzyme market," said Michael Heinz, member of the
Board of Executive Directors of BASF SE and responsible for the
Performance Products segment.
The condition to the tender offer that a majority of Verenium's
outstanding shares be validly tendered has been satisfied. BASF has
accepted for payment and will promptly pay for all validly tendered
shares. BASF expects to complete the acquisition of Verenium later
today through a merger under Section 251(h) of the General
Corporation Law of the State of Delaware. All remaining eligible
Verenium shares will be converted into the right to receive US$4.00
per share in cash, without interest and less any required
withholding taxes, the same price that was paid in the tender
offer. Following completion of the merger, Verenium shares will
cease to be traded on the NASDAQ Global Market, which is expected
to take effect later today.
"We are now looking forward to welcome Verenium's employees to
BASF," said Heinz. A detailed integration plan will be developed in
a discovery phase after closing. BASF expects to start with the
integration of Verenium in the first quarter of 2014.
About BASF BASF is the world's leading chemical company: The
Chemical Company. Its portfolio ranges from chemicals, plastics,
performance products and crop protection products to oil and gas.
We combine economic success with environmental protection and
social responsibility. Through science and innovation, we enable
our customers in nearly every industry to meet the current and
future needs of society. Our products and solutions contribute to
conserving resources, ensuring nutrition and improving quality of
life. We have summed up this contribution in our corporate purpose:
We create chemistry for a sustainable future. BASF had sales of EUR
72.1 billion in 2012 and more than 110,000 employees as of the end
of the year. 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 release.
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. This release does not 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. There shall not 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).
The tender offer that is referred to in this press release will
only be made pursuant to the Offer to Purchase, Letter of
Transmittal and related tender offer documents. All stockholders
should read the tender offer documents, including any amendments
and supplements thereto, which were filed by BASF with the U.S.
Securities and Exchange Commission (SEC). The tender offer
documents contain important information that stockholders should
consider before making any decision regarding tendering their
shares. Stockholders are able to obtain these documents, without
charge, at the SEC's Web site (www.sec.gov) or by contacting
Innisfree M&A Incorporated, the information agent for the
tender offer, at (877) 825-8619 (toll free).
Forward-Looking Statements This press release contains
forward-looking statements. The accuracy of such statements is
subject to a number of risks, uncertainties and assumptions that
may cause actual results to differ materially from those projected,
including, but not limited to, the effect of general economic
conditions, political events and fluctuations in the share price of
Verenium Corporation. BASF undertakes no obligation (and expressly
disclaims any such obligation) to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
1 Based on the current offer per share, net liabilities on June
30, 2013, and an exchange rate of EUR1 = US$ 1.30
Corporate Media Relations: Thomas Nonnast Phone: +49 30 206
2950-34 Email Contact North America: John C. Schmidt Phone: +1
973-245-6405 Email Contact
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