Public tender offer by BASF for Ciba

Board of Directors of Ciba recommends shareholders accept offer

16-Sep-2008 - 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% over the volume‑weighted average price of Ciba shares over the last 60 trading days and a premium of 32% over the closing share price on September 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.

According to the company, 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 & 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 September 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.

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.

https://www.chemeurope.com/en/news/87112/public-tender-offer-by-basf-for-ciba.html