Following the approval by the Oslo Stock Exchange, BASF [Frankfurt: BAS, LSE: BFA, SWX: AN] today published the offer document for the public takeover offer to the shareholders of Pronova BioPharma ASA, Lysaker, Norway [OBX: PRON]. Pronova is a pioneer in the field of research, development, and manufacturing of omega-3 fatty acids.
BASF offers NOK 12.50 in cash for each Pronova share. The offer price fairly reflects the value of the company, the future business potential and the risks. The offer period begins on December 5, 2012, and ends on December 19, 2012 (9:00 a.m. Central European Time, CET).
The offer is made by BASF’s wholly-owned subsidiary BASF AS in Norway and is subject to certain conditions, including inter alia that shareholders shall in the aggregate have accepted the offer for a number of shares representing more than 90% of the total share capital of Pronova, and the same amount of votes which can be exercised in the general meeting of Pronova and that there shall have been no occurrence of a material adverse change. The offer will also be subject to approval by the relevant merger control authorities.
Based on all outstanding shares and including all net financial liabilities, the enterprise value would be NOK 4,845 million (approximately €664 million) . The Board of Directors of Pronova and the management unanimously support BASF’s offer and recommend its acceptance. In addition, BASF has obtained irrevocable pre-acceptance commitments for approximately 60% of Pronova’s share capital. The pre-acceptances do not permit the parties to withdraw their pre-acceptances in the event a competing offer is made.
The Offer Document will, subject to restrictions under applicable securities laws, be available prior to the commencement of the offer period at the website of Arctic Securities ASA, www.arcticsec.no, who has been retained by BASF as receiving agent. Further, the Offer Document will, subject to restrictions under applicable securities laws, be sent to the shareholders of Pronova. The shareholders of Pronova will be notified about the offer and the required steps they must take in order to accept it through their custodian banks.