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BASF Makes Public Tender for Ciba
Posted: September 15, 2008
page 2 of 2
A transaction agreement was signed on September 14, 2008, that describes the conditions of the public tender offer and the respective obligations of BASF and Ciba. In addition to the agreed offer price, it includes several assurances made by BASF referring to strategically important production sites of Ciba in Switzerland, the research and development site in Basel and the establishment of an operating division of BASF with global responsibilities in Basel.
Ciba has agreed to convene an extraordinary general meeting where Ciba shareholders will vote on the removal of restrictions to exercise voting rights and on the entry into the shareholder register (“restriction on transferability”). The extraordinary shareholders meeting will also propose the members recommended by BASF for election to the Board of Directors. BASF’s offer is also subject to an acceptance rate of at least 66.6 percent of the voting rights.
The transaction further requires the approval of the responsible merger control authorities. The Board of Directors has been advised by Credit Suisse, Lazard and Homburger AG.