BASF plans to take over Ciba in early 2009

01 October 2008 09:27  [Source: ICIS news]

LONDON (ICIS news)--German chemicals major BASF expects to finalise the takeover of Ciba in the first quarter of 2009 at the latest, after a four-week offer period to shareholders of the Swiss specialty chemicals firm which started on Wednesday.

BASF said the public takeover offer period would end on 28 October at 16:00 central European time (14:00 GMT) as it published the offer prospectus to Ciba shareholders.

BASF is offering Ciba shareholders Swiss francs (Swfr) 50.00 in cash for each nominal share.

The company said this would correspond to a premium of 32% above the closing price for Ciba shares on 12 September and a premium of 60% above the volume-weighted average share price for Ciba shares in the 30 days prior to announcement of the public takeover offer on 15 September.

The board of directors of Ciba has recommended in its report that its shareholders accept the offer, according to BASF.

“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,” said BASF chairman Jurgen Hambrecht.

"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,” he added.

BASF expected that the transaction would make a positive contribution to its earnings per share (EPS) in the second year after the acquisition.

“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,” said Hambrecht.

The transaction would be 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 of 66.67% of all nominal shares is reached, there will be an extraordinary shareholders’ meeting of Ciba, which is required for a change of the statutes, at the end of November or in early December, said BASF.

Ciba's share price was at Swfr 48.06 at 07:44 GMT on Wednesday, up 1.18% from the close.

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By: Hilde Ovrebekk
+44 20 8652 3214



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