BASF Ludwigshafen, Germany, has successfully completed the previously announced tender offer to purchase all outstanding shares of common stock of Verenium Corporation, San Diego, CA, for $4 per share in cash. The tender offer expired at 9 a.m. Eastern Standard Time on Oct. 31. As of the expiration of the tender offer, 11,337,044 Verenium shares were validly tendered and not withdrawn in the tender offer, representing approximately 71% of Verenium’s outstanding shares, according to the depositary for the tender offer.
Based on all outstanding shares and including all net financial liabilities, the enterprise value would be approximately $62 million (approximately €48 million).
“We thank all shareholders of Verenium who have been supportive of our offer. The acquisition will strengthen our position in the fast growing enzyme market,” said Michael Heinz, member of the Board of Executive Directors of BASF SE and responsible for the Performance Products segment.
The condition to the tender offer that a majority of Verenium’s outstanding shares be validly tendered has been satisfied. BASF has accepted for payment and will promptly pay for all validly tendered shares. BASF expects to complete the acquisition of Verenium through a merger under Section 251(h) of the General Corporation Law of the State of Delaware. All remaining eligible Verenium shares will be converted into the right to receive $4 per share in cash, without interest and less any required withholding taxes, the same price that was paid in the tender offer. Following completion of the merger, Verenium shares will cease to be traded on the NASDAQ Global Market.
“We are now looking forward to welcome Verenium’s employees to BASF,” said Mr. Heinz. A detailed integration plan will be developed in a discovery phase after closing. BASF expects to start with the integration of Verenium in the first quarter of 2014.