BASF Announces Cash Offer to Acquire Specialized Enzyme Biotechnology Company
Cash Offer of US$4.00 per Share; Proposed Transaction Strengthens
Position in Strategic Growth Market for Enzymes
LUDWIGSHAFEN, GERMANY -- (Marketwired) -- 09/20/13 -- 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$57 million in 2012.
The offer corresponds to a premium of 56 percent above the
volume-weighted average share price for Verenium's shares in the six
months prior to announcement of the transaction. The tender offer is
subject to customary closing conditions, including the acquisition of
a majority of Verenium's shares outstanding as of the closing of the
tender offer. The acquisition is expected to close in the fourth
quarter of 2013. BASF will finance the transaction out of operating
The transaction has been unanimously approved by the Boards of
Directors of both companies. Each of the directors and certain
officers of Verenium have entered into support agreements and will
tender all their shares.
Enzymes are proteins that act as catalysts, enabling or accelerating
biological and chemical processes. They are used in the development
of sustainable solutions in a variety of applications, e.g.
detergents, human and animal nutrition. Combining Verenium's
scientific and technological excellence with BASF's enzyme activities
and its global access into all relevant markets will strengthen
BASF's footprint in the strategic enzyme growth market.
(1) Based on the current offer per share, net liabilities on June 30,
2013, and an exchange rate of EUR 1 = US$ 1.30
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
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.
John C. Schmidt
Phone: +1 973-245-6405
Corporate media relations:
Phone: +49 30 206 2950-34
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