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BASF Successfully Completes Verenium Tender Offer

BASF Successfully Completes Verenium Tender Offer 
LUDWIGSHAFEN, GERMANY -- (Marketwired) -- 10/31/13 --  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withdrawn in the tender offer, representing approximately 71% of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
thomas.nonnast@basf.com 
North America:
John C. Schmidt 
Phone: +1 973-245-6405
john.schmidt@basf.com