Ciba's Board of Directors supports BASF offer

01 Oct '08

3 min read

Following examination by the Swiss Takeover Board, BASF [BAS, BFA, AN] today published the offer prospectus for the public takeover offer to the shareholders of Ciba Holding AG, Basel, Switzerland [CIBN]. The offer period begins on October 1, 2008, and ends on October 28, 2008 (4:00 p.m. Central European Time, CET).

All information on the BASF offer including the offer prospectus can be downloaded basf-info. The shareholders of Ciba Holding AG will be notified about the offer and the required steps they must take in order to accept it either through their custodian banks or, in case they keep their share certificates themselves, directly by the Ciba share registrar.

BASF is offering Ciba shareholders CHF 50.00 in cash for each nominal share. This price corresponds to a premium of 32 percent above the closing price for Ciba shares on September 12, 2008, and a premium of 60 percent above the volume-weighted average share price for Ciba shares in the 30 days prior to announcement of the public takeover offer on September 15, 2008.

The attractive cash offer gives Ciba shareholders the opportunity to realize the full value of their investment including a high premium immediately. BASF expects that the transaction will make a positive contribution to its earnings per share in the second year after the acquisition.

The Board of Directors of Ciba recommends in its report that Ciba shareholders accept the offer. The independent expert appointed by the Ciba Board of Directors considers the price offered by BASF to be fair.

“Through the acquisition of Ciba, we will strengthen our portfolio and expand our leading position in specialty chemicals, in particular for the plastics and coatings industries as well as for water treatment. In paper chemicals, we will intensify the urgently needed restructuring process and become one of the leading suppliers with an extensive portfolio. By sustainably strengthening the combined businesses, we will provide a long-term perspective for profitable growth,” said Dr. Jürgen Hambrecht, Chairman of the Board of Executive Directors of BASF SE.

“The combined business will benefit from BASF's Verbund expertise, its operational excellence and its broad access to markets. By integrating the products of Ciba into our global platform, we are expanding the value-added chains of BASF, which in turn will leverage the growth and earnings potential of Ciba to its full extent.”

The public takeover offer is subject to several conditions, which are described in detail in the offer prospectus. BASF has set the minimum acceptance threshold to 66.67 percent of all nominal shares. The transaction is also subject to the approval by the relevant authorities as well as the removal of various takeover defenses in Ciba's statutes.

If the minimum acceptance threshold is reached, it is currently planned to convene an extraordinary shareholders' meeting of Ciba Holding AG, which is required for a change of the statutes, at the end of November or in early December 2008. BASF expects to finalize the transaction in the first quarter of 2009 at the latest.

BASF

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