2012-12-05 08:59:56 -
NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA,
AUSTRALIA OR JAPAN
· The Offer Document from BASF has been approved by the Oslo Stock Exchange
· The Offer has been unanimously recommended by Pronova BioPharma's Board of
· Irrevocable pre-acceptances from shareholders representing approximately 60%
· Offer period from and including 5 December to 19 December
· Offer document, including full details about the offer, is made available
Lysaker, Norway - 5 December 2012: Reference is made to the stock exchange
notice from Pronova BioPharma ASA ("Pronova" or the "Company") of 21
2012 regarding the transaction agreement with BASF SE ("BASF"), whereby BASF
committed to make a voluntary offer to acquire all outstanding shares of Pronova
for NOK 12.50 per share in cash (the "Offer").
The offer document with the detailed terms and conditions
of the Offer (the
"Offer Document") has been reviewed and approved by the Oslo Stock Exchange in
accordance with Section 6-14 of the Norwegian Securities Trading Act.
The offer period is from and including 5 December 2012 to and including 19
December 2012 at 09.00 (CET). Herkules Private Equity, Kistefos, Pronova's
Directors and Management, in aggregate representing approximately 60% of the
Company's share capital and votes, have irrevocably undertaken to accept the
Offer. These pre-acceptances cannot be withdrawn in the event of a competing
Pronova's Board of Directors has unanimously recommended that shareholders
accept the offer.
The Offer Document will, subject to restrictions under applicable securities
laws, be available at the commencement of the offer period at the website of
receiving agent Arctic Securities (www.arcticsec.no). The Offer Document will
also be available at the website of Pronova (www.pronova.com). The Offer
Document will, subject to restrictions under applicable securities laws, also be
sent to the shareholders of Pronova.
The offer and the distribution of this announcement and other information in
connection with the offer may be restricted by law in certain jurisdictions.
Pronova has engaged Morgan Stanley & Co. Limited ("Morgan Stanley") as its
exclusive financial advisor. ABG Sundal Collier Norge ("ABGSC") has provided an
independent statement regarding the Offer in accordance with section 6-16 (1)
c.f. 6-19 (1) of the Norwegian Securities Trading Act which is included in the
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
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
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
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.
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.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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