BASF Announces Cash Offer to Acquire Specialized Enzyme Biotechnology Company Verenium
20 Septiembre 2013 - 5:00AM
Marketwired
BASF (FRANKFURT: BAS) (LSE: BFA) (SIX: AN) today announced that its
U.S. affiliate, BASF Corporation, has entered into an agreement to
commence a cash tender offer for all of the outstanding shares of
common stock of the biotechnology company Verenium Corporation
(NASDAQ: VRNM) for US$4.00 per share. 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) Verenium is based in San Diego, California, and
generated sales of US$57 million in 2012.
The offer corresponds to a premium of 56 percent above the
volume-weighted average share price for Verenium's shares in the
six months prior to announcement of the transaction. The tender
offer is subject to customary closing conditions, including the
acquisition of a majority of Verenium's shares outstanding as of
the closing of the tender offer. The acquisition is expected to
close in the fourth quarter of 2013. BASF will finance the
transaction out of operating cash.
The transaction has been unanimously approved by the Boards of
Directors of both companies. Each of the directors and certain
officers of Verenium have entered into support agreements and will
tender all their shares.
Enzymes are proteins that act as catalysts, enabling or
accelerating biological and chemical processes. They are used in
the development of sustainable solutions in a variety of
applications, e.g. detergents, human and animal nutrition.
Combining Verenium's scientific and technological excellence with
BASF's enzyme activities and its global access into all relevant
markets will strengthen BASF's footprint in the strategic enzyme
growth market.
(1) Based on the current offer per share, net liabilities on
June 30, 2013, and an exchange rate of EUR 1 = US$ 1.30
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 Information about the planned tender
offer
This news release is not an offer to purchase or a solicitation
of an offer to sell securities of Verenium. The planned tender
offer by BASF for all of the outstanding shares of common stock of
Verenium has not been commenced. On commencement of the tender
offer, BASF will mail to Verenium's stockholders an offer to
purchase and related materials and Verenium will mail to its
stockholders a recommendation statement with respect to the tender
offer. BASF will file its offer to purchase with the Securities and
Exchange Commission ("SEC") on Schedule TO, and Verenium will file
its recommendation statement with the SEC on Schedule 14D-9.
Verenium stockholders are urged to read these materials carefully
when they become available, since they will contain important
information, including the terms and conditions of the offer.
Verenium stockholders may obtain a free copy of these materials
(when they become available) and other documents filed by BASF or
Verenium with the SEC at the website maintained by the SEC at
www.sec.gov
In addition, a copy of the tender offer statement and the
recommendation statement will be made available free of charge to
all stockholders of Verenium (when they become available) by
calling Innisfree M&A Incorporated, the Information Agent for
the offer, toll-free at +1 (888) 750-5834.
North America: John C. Schmidt Phone: +1 973-245-6405 Email
Contact Corporate media relations: Thomas Nonnast Phone: +49 30 206
2950-34 Email Contact
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