2012-11-21 07:04:35 -
* 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 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
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,
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
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.
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.
 Based on the current offer per share and net debt as of 30 September 2012
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