Pronova BioPharma ASA: Pronova BioPharma Receives Voluntary Cash Offer from BASF

11/21/2012, 7:01 AM (Source: GlobeNewswire)
  • Voluntary cash offer for all outstanding shares of NOK 12.50 per share, or NOK 3 760 million total consideration
  • Pronova's Board of Directors has unanimously recommended that shareholders accept the offer
  • The proposed combined undertaking would achieve a leading position in the fast growing omega-3 market
  • Herkules Private Equity, Kistefos and Pronova's Directors and Management, together representing approximately 60 percent of the share capital and votes, have irrevocably pre-accepted the offer

Lysaker, Norway - 21 November 2012: Pronova BioPharma ASA ("Pronova" or the "Company") today announced that it has entered into a transaction agreement with BASF SE ("BASF"), the world's leading chemicals company, whereby BASF will make a voluntary offer to acquire all outstanding shares of Pronova for NOK 12.50 per share in cash (the "Offer"), amounting to an equity value of approximately NOK 3 760 million. Based on all outstanding shares and including net debt, the enterprise value would be NOK 4 845[1] million.

Upon success of the Offer and subject to all necessary regulatory approvals, Pronova will be integrated into BASF's Nutrition & Health division. The combination will enable Pronova to further leverage its leading omega-3 research, product development and manufacturing capabilities through BASF's global platform and resources.

The Offer is the result of an evaluation of strategic alternatives for Pronova and a structured process where BASF and other interested parties were invited to present competing offers for all outstanding shares of Pronova. The Offer represents the best offer received as a consequence of this comprehensive process and, after careful consideration, the Board of Directors of Pronova has unanimously resolved to recommend that the Company's shareholders accept the Offer. The recommendation will be made public through the Oslo Stock Exchange in accordance with the Norwegian Securities Trading Act and appended to the offer document.

The Offer represents a premium of 9, 24 and 40 percent to the Company's volume weighted average share price for the 30 calendar day, 6 month and 12 month periods ending on the last trading day prior to the announcement of the Offer, respectively.

Gert W. Munthe, Chairman of the Board of Directors of Pronova, said, "The proposed combination of Pronova and BASF makes strategic sense. It is clear that BASF's global reach and resources, and Pronova's strong clinical evidence base and manufacturing advantages, would together achieve a leading position in the global omega-3 market."

Morten Jurs, Chief Executive Officer of Pronova added "The integration of Pronova within BASF's Nutrition & Health division is an exciting opportunity that would significantly enhance our ability to further develop our omega-3 business."

The Offer will be financed through readily available funds. The Offer will be subject to acceptance from shareholders representing more than 90 percent of the share capital and votes of Pronova, approvals from relevant authorities, Pronova complying with certain covenants, no material adverse change event up until 18 January 2013, and other customary conditions.

Full details of the Offer, including all terms and conditions, will be presented in an offer document complying with the requirements of the Norwegian Securities Trading Act. The offer document will be submitted to the Oslo Stock Exchange for approval and is expected to be circulated to all of Pronova's shareholders on or around 5 December 2012.

A break-fee in the amount of 1.25% of the equity value of the Offer shall be payable by Pronova to BASF in the event that (i) the Board of Directors does not issue, withdraws, amends or fails to maintain its recommendation without the consent of BASF, (ii) the transaction agreement is terminated or (iii)  the Offer is not completed following the launch of a competing offer which results in a mandatory offer. The Board of Directors has undertaken not to withdraw its recommendation unless a superior competing offer is announced and such superior offer is not matched by BASF or the Board of Directors is required to do so to comply with its duties under Norwegian law.

Herkules Private Equity, Kistefos and Pronova's Directors and Management, together representing approximately 60 per cent of the share capital and votes of Pronova, have irrevocably undertaken to accept the Offer.

Pronova has engaged Morgan Stanley & Co. Limited ("Morgan Stanley") as its exclusive financial advisor. Morgan Stanley has issued a fairness opinion to the Board of Directors of Pronova regarding the Offer.

Furthermore, Pronova has engaged ABG Sundal Collier Norge ("ABGSC") to provide the formal statement to be issued in accordance with section 6-16 (1) c.f. 6-19 (1) of the Norwegian Securities Trading Act. Such statement will be published in accordance with the requirements set out in the Norwegian Securities Trading Act. As part of the preparation of the formal statement ABGSC has issued a fairness opinion regarding the Offer.

Contact details

Gert Munthe, Chairman of the Board of Directors,                              + 47 92 02 23 63

Morten Jurs, Chief Executive Officer,                                                    +47 99 16 79 22

Synne H. Røine, Chief Financial Officer,                                            +47 99 22 98 92

Hamed Brodersen, VP Investor Relations and Communications,   +47 40 46 81 10

About Pronova
Pronova is a global leader in research, development and manufacture of lipid therapies derived from nature.

The group's first commercialised product, Omacor/Lovaza, is branded in a number of countries (60) throughout Europe, Asia and in the USA. End-user sales has grown rapidly in all international markets and the annual run rate at 31 December 2011 reached USD 1 380 million, according to IMS Health. The product is the first EU- and FDA-approved omega 3-derived prescription drug. Marketing and distribution of Pronova's key product is currently licensed to both local and global pharmaceutical companies.

The company is in the process of developing several new, patentable lipid derivatives. The most advanced lipid derived pharmaceutical programme is in the area of combined dyslipidemia, the abnormal concentration of lipids and lipoproteins in the blood, for which the company has a product, PRC-4016, in clinical trials.

Pronova has also entered the consumer healthcare market and is developing a clinical nutrition offering, enabling the company to further leverage its position as the world's largest manufacturer of high grade omega-3 derived products.

Pronova's headquarters are located at Lysaker in Norway, while production takes place at state-of-the-art manufacturing facilities at Sandefjord in Norway and in Kalundborg, Denmark. The company's shares are listed on Oslo Børs with the ticker code PRON. Additional information is available on www.pronova.com.

Important Notice
Morgan Stanley & Co. Limited is acting as financial adviser to Pronova and no one else in connection with the matters described in this announcement. In connection with such matters, Morgan Stanley & Co. Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.



[1] Based on the current offer per share and net debt as of 30 September 2012




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Source: Pronova BioPharma ASA via Thomson Reuters ONE

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