Ceepackaging

Corporate

BASF makes offer to acquire Ciba

The offer period begins on October 1, 2008, and ends on October 28, 2008 (4:00 p.m. Central European Time, CET). All information on the BASF offer including the offer prospectus can be downloaded from HTUwww.basf-info.comUTH. The
shareholders of Ciba Holding AG will be notified about the offer and
the required steps they must take in order to accept it either through
their custodian banks or, in case they keep their share certificates
themselves, directly by the Ciba share registrar.
BASF is offering Ciba shareholders CHF 50.00 in cash for each
nominal share. This price corresponds to a premium of 32 percent
above the closing price for Ciba shares on September 12, 2008, and a
premium of 60 percent above the volume-weighted average share
price for Ciba shares in the 30 days prior to announcement of the
public takeover offer on September 15, 2008. The attractive cash offer
gives Ciba shareholders the opportunity to realize the full value of their
investment including a high premium immediately. BASF expects that
October 1, 2008 the transaction will make a positive contribution to its earnings per
share in the second year after the acquisition.
The Board of Directors of Ciba recommends in its report that Ciba
shareholders accept the offer. The independent expert appointed by the
Ciba Board of Directors considers the price offered by BASF to be fair.
“Through the acquisition of Ciba, we will strengthen our portfolio and
expand our leading position in specialty chemicals, in particular for the
plastics and coatings industries as well as for water treatment. In paper
chemicals, we will intensify the urgently needed restructuring process
and become one of the leading suppliers with an extensive portfolio. By
sustainably strengthening the combined businesses, we will provide a
long-term perspective for profitable growth,” said Dr. Jürgen Hambrecht,
Chairman of the Board of Executive Directors of BASF SE. “The
combined business will benefit from BASF’s Verbund expertise, its
operational excellence and its broad access to markets. By integrating
the products of Ciba into our global platform, we are expanding the
value-added chains of BASF, which in turn will leverage the growth and
earnings potential of Ciba to its full extent.”
The public takeover offer is subject to several conditions, which are
described in detail in the offer prospectus. BASF has set the minimum
acceptance threshold to 66.67 percent of all nominal shares. The
transaction is also subject to the approval by the relevant authorities as
well as the removal of various takeover defenses in Ciba’s statutes. If
the minimum acceptance threshold is reached, it is currently planned to
convene an extraordinary shareholders’ meeting of Ciba Holding AG,
which is required for a change of the statutes, at the end of November
or in early December 2008. BASF expects to finalize the transaction in
the first quarter of 2009 at the latest.