BASEL, Switzerland - BASF has announced a public tender offer for all outstanding shares of Ciba Holding AG at CHF 50.00 per Ciba share. The offer equates to a premium of 64.3 percent over the volume-weighted average price of Ciba shares over the last 60 trading days and a premium of 32 percent over the closing share price on Sept. 12, 2008. Ciba’s Board of Directors has thoroughly examined the offer and additionally commissioned an independent fairness opinion. On this basis, the Board of Directors recommends that shareholders accept BASF’s offer and tender their Ciba shares.
Ciba strengthens BASF’s strategy and operations in the field of specialized chemical engineering through its innovation capabilities and application expertise in plastics additives, coating effects and water and paper treatment. At the same time, Ciba benefits from BASF’s global research, production and marketing platform, as well as the associated backward integration into important raw materials and intermediates. The two companies already maintain long-standing and extensive supplier and client relationships.
The Board of Directors of Ciba, together with its Executive Committee, is of the opinion that the offer is appropriate. The decision was taken in light of structural changes in the specialty chemical sector – in particular, increasing industry consolidation – as well as shifts in business development and their attendant risks. Perella Weinberg Partners UK LLP has provided an independent fairness opinion that the offer is fair, from a financial point of view, to Ciba shareholders.
A transaction agreement has been signed on Sept. 14, 2008, that describes the conditions of the public tender offer and the respective obligations of BASF and Ciba. In addition to the agreed offer price, it includes several assurances made by BASF referring to strategically important production sites of Ciba in Switzerland, the research and development site in Basel and the establishment of an operating division of BASF with global responsibilities in Basel.
Ciba has agreed to convene an extraordinary general meeting where Ciba shareholders will vote on the removal of restrictions to exercise voting rights and on the entry into the shareholder register (“restriction on transferability”). The extraordinary shareholders meeting will also propose the members recommended by BASF for election to the Board of Directors. BASF’s offer is also subject to an acceptance rate of at least 66.6 percent of the voting rights.
The transaction further requires the approval of the responsible merger control authorities. The Board of Directors has been advised by Credit Suisse, Lazard and Homburger AG.
Armin Meyer, Chairman of the Board of Directors of Ciba comments: “Against the backdrop of increasingly challenging conditions within our industry, this is a transaction that combines a fair price with an industrially compelling solution for Ciba. By joining with BASF and gaining access to its research, production and marketing platform, we will significantly strengthen Ciba’s businesses, especially in the areas of plastics, coatings and paper. BASF has been a Ciba customer and supplier for many years, and it is well acquainted with our people and our business. The acquisition of Ciba by BASF will provide a long-term perspective for profitable growth not only to our Basel site but to our business operations throughout the world.”
