September 23, 2013
BASF commences cash offer to acquire Verenium
BASF Corporation has entered into an agreement to commence a cash tender offer for all of the outstanding shares of common stock of Verenium Corporation for US$4.00/share.
This agreement has been unanimously approved by both Verenium's and BASF's Boards of Directors. Under the terms of the merger agreement, holders of outstanding shares of Verenium's common stock will receive US$4.00/share, representing a 56% premium to the volume weighted average closing price of Verenium's common stock in the six months prior to announcement of the transaction.
Each of the directors and officers of Verenium has entered into tender and support agreements pursuant to which they have agreed to tender all of their shares. The offer corresponds to a premium of 56% above the volume-weighted average share price for Verenium's shares in the six months prior to announcement of the transaction.
The acquisition is an all-cash tender offer for all outstanding shares of Verenium common stock to be followed by a back-end merger. The tender offer is subject to standard closing conditions, including the acquisition of a majority of the shares outstanding including shares underlying options and warrants for which notices of exercise are received prior to the expiration of the tender offer for which shares have not yet been issued. In the fourth quarter of this year, the tender offer is expected to close.
Enzymes are proteins that act as catalysts, enabling or accelerating biological and chemical processes. They are used in the development of sustainable solutions in a variety of applications, for example, detergents, human and animal nutrition. Combining Verenium's scientific and technological excellence with BASF's enzyme activities and its global access into all relevant markets will strengthen BASF's footprint in the strategic enzyme growth market.
BASF is the world's leading chemical company and its portfolio ranges from chemicals, plastics, performance products and crop protection products to oil and gas.
Verenium Corporation is a leading industrial biotechnology company focused on the development and commercialisation of high-performance enzymes.