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BASF announces cash offer to acquire Pronova BioPharma


BASF announces cash offer to acquire Pronova BioPharma

  * BASF to achieve leading position in omega-3 fatty acids
  * Cash offer of NOK 12.50 per share
  * Offer unanimously recommended by Pronova's Board of Directors and management
  * Pre-acceptance by approximately 60% of share capital

Ludwigshafen, Germany - November 21, 2012 - BASF [Frankfurt: BAS, LSE: BFA, SWX:
AN] plans to acquire Pronova BioPharma ASA, Lysaker, Norway, [OBX: PRON], a
pioneer in the field of research, development, and manufacturing of omega-3
fatty acids. BASF has reached an agreement with Pronova to make a recommended
voluntary public takeover offer to Pronova's shareholders, and will offer to pay
NOK 12.50 in cash for each Pronova share. 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; including the 50.0% stake held by
majority shareholders Herkules Private Equity Fund (held through its funds
Herkules Private Equity  (Jersey-I) L.P. and Herkules Private Equity  (Jersey-
II) L.P.), an approximately 9.1% stake indirectly controlled by investment firms
Kistefos AS and Kistefos Investment AS and 0.3% held by members of the Board of
Directors and management of Pronova.

The offer corresponds to a premium of 24% above the volume-weighted average
share price for Pronova's shares in the six months prior to announcement of the
public takeover offer. Based on all outstanding shares and including all net
financial liabilities, the enterprise value would be NOK 4,845 million
(approximately ¢‚¬664 million).

"The intended acquisition will significantly strengthen our position in the fast
growing and highly profitable market for omega-3 fatty acids. We want to combine
the global market reach and experience of BASF with the know-how of Pronova in
omega-3 fatty acids," said Michael Heinz, Member of the Board of Executive
Directors of BASF SE and responsible for the Performance Products segment, which
includes the Nutrition & Health division.

Highly concentrated omega-3 fatty acids are a globally growing market, driven by
an increasing consumer awareness of omega-3 fatty acids health benefits. With
the acquisition of Pronova BASF will immediately achieve a leading position in
the global market for omega-3 fatty acids. Pronova's active pharmaceutical
ingredients are used to treat cardiovascular diseases such as post-myocardial
infarction. In nutritional applications, including dietary supplements, there is
a strong body of evidence supporting a broad range of positive health benefits
through omega-3 fatty acids, for example, in the areas of cognitive development
or heart health.

The acquisition will be financed by way of available resources of BASF. The
offer will be made by BASF's wholly-owned subsidiary BASF AS in Norway and will
be 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. The complete
details of the offer, including all terms and conditions, will be included in an
offer document complying with the requirements of the Norwegian Securities
Trading Act, which is expected to be sent to Pronova's shareholders on or about
December 5, 2012. BASF expects to finalize the transaction in the first quarter
of 2013.

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 issue, or any solicitation of any offer to sell or issue, exchange or
otherwise dispose of, buy or subscribe for, any securities. This release does
not constitute investment, legal, tax, accountancy or other advice or a
recommen¬dation 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, social
responsibility and environmental protection. Through science and innovation we
enable our customers in almost all industries to meet the current and future
needs of society. Our products and system solutions contribute to conserving
resources, ensuring healthy food and nutrition and helping to improve the
quality of life. We have summed up this contribution in our corporate purpose:
We create chemistry for a sustainable future. BASF posted sales of about ¢‚¬73.5
billion in 2011 and had more than 111,000 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

This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.

News release BASF:

This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
Source: Pronova BioPharma ASA via Thomson Reuters ONE


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