BASF Commences Tender Offer to Verenium's Shareholders
October 02 2013 - 6:16AM
Marketwired
BASF (FRANKFURT: BAS) (LSE: BFA) (SIX: AN) today announced that its
U.S. affiliate, BASF Corporation, is commencing a tender offer for
the acquisition of Verenium Corporation, San Diego, California
(NASDAQ: VRNM), at a cash offer price of US$4.00 for each Verenium
share. The offer period is scheduled to start today and to expire
at 9:00 a.m. Eastern Time (USA) on October 31, 2013, unless
otherwise extended or terminated. The offer price corresponds to a
premium of 56 percent above the volume-weighted average share price
for Verenium's shares in the six months prior to the first
announcement of the transaction.
BASF Corporation's subsidiary, Pastinaca Acquisition Inc., is
filing a Tender Offer Statement with the United States Securities
and Exchange Commission (SEC) today. Additionally, Verenium is
filing a Solicitation/Recommendation Statement with the SEC today.
This filing includes the recommendation of the Verenium board of
directors that Verenium's stockholders tender their shares in the
tender offer.
Following the completion of the tender offer, BASF expects to
consummate a merger in which the remaining Verenium stockholders
will receive the same cash price per share as in the tender offer.
The tender offer and merger are subject to customary closing
conditions, including the acquisition by Pastinaca of at least a
majority of the Verenium shares in the tender offer.
Important notice The tender offer is being
made pursuant to a tender offer statement and related materials.
Verenium shareholders are advised to read the tender offer
statement and related materials, which will be filed by BASF with
the SEC. The tender offer statement (including the offer to
purchase, letter of transmittal and related tender offer documents)
to be filed by BASF with the SEC and the
solicitation/recommendation statement to be filed by Verenium with
the SEC will contain important information which should be read
carefully before any decision is made with respect to the tender
offer. The tender offer statement and the
solicitation/recommendation statement will be mailed to all
Verenium shareholders of record. The tender offer statement and
related materials may be obtained at no charge by directing a
request by mail to Innisfree, 501 Madison Avenue, 20th Floor, New
York, New York, 10022.
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 any
issuance, or any solicitation of any offer to sell or issue,
exchange or otherwise dispose of 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).
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
Corporate Media Relations: Jennifer Moore-Braun Phone: +49 621
60 99123 Email Contact North America: John C. Schmidt Phone: +1
973-245-6405 Email Contact
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