BASF to acquire Verenium
Verenium Corp., a leading industrial biotechnology company focused on the development and commercialization of high-performance enzymes, has announced it has entered into a definitive merger agreement with BASF Corp., a leading chemicals company, under which BASF will commence a cash tender offer for all of the outstanding shares of Verenium's common stock. 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 $4.00 per share, representing a 56 percent 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 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. The tender offer is expected to close in the fourth quarter of 2013.
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. BASF had sales of €72.1 billion in 2012 and more than 110,000 employees as of the end of 2012. BASF shares are traded on the stock exchanges in Frankfurt, London and Zurich.
UBS Investment Bank served as financial advisor and Cooley LLP served as legal advisor to Verenium.