SAN DIEGO, Sept. 20, 2013 /PRNewswire/ -- Verenium
Corporation (Nasdaq: VRNM), a leading industrial biotechnology
company focused on the development and commercialization of
high-performance enzymes, today announced it has entered into a
definitive merger agreement with BASF Corporation, 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.
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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% 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 (BAS), London (BFA) and Zurich (AN).
UBS Investment Bank served as financial advisor and Cooley LLP
served as legal advisor to Verenium.
About Verenium
Verenium, an industrial biotechnology
company, is a global leader in developing high-performance
enzymes. Verenium's tailored enzymes are environmentally
friendly, making products and processes greener and more
cost-effective for industries, including the global food and fuel
markets. Read more at www.verenium.com.
Note About Forward-Looking Statements
Statements in
this announcement that relate to future results and events are
forward-looking statements based on Verenium's current expectations
regarding the tender offer and transactions contemplated by the
merger agreement. Actual results and events in future periods
may differ materially from those expressed or implied by these
forward-looking statements because of a number of risks,
uncertainties and other factors. There can be no assurances that a
transaction will be consummated. Other risks, uncertainties and
assumptions include the possibility that expected benefits may not
materialize as expected, including the combined company's position
in the strategic enzyme growth market, the combined company's
anticipated future financial and operating performance and results
and expectations regarding the market and demand for the combined
company's products and plans for development and expansion of the
combined company's products; that the transaction may not be timely
completed, if at all; that, prior to the completion of the
transaction, if at all, Verenium may not satisfy one or more
closing conditions; that the merger agreement may be terminated;
the impact of the current economic environment; and other risks
that are described in Verenium's most recent Form 10-Q and
Form 10-K. Verenium cautions investors not to place
considerable reliance on the forward-looking statements contained
in this press release. These forward-looking statements speak only
as of the date of this document and Verenium undertakes no
obligation to update these forward-looking statements except to the
extent otherwise required by law.
Important Information about the Tender Offer
The
tender offer described in this press release (the "Offer") has not
yet commenced, and this press release is neither an offer to
purchase nor a solicitation of an offer to sell any shares of the
common stock of Verenium or any other securities. On the
commencement date of the Offer, a tender offer statement on
Schedule TO, including an offer to purchase, a letter of
transmittal and related documents, will be filed with the
Securities and Exchange Commission ("SEC"). The offer to purchase
shares of Verenium common stock will only be made pursuant to the
offer to purchase, the letter of transmittal and related documents
filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY
MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer
statement will be filed with the SEC by Pastinaca Acquisition Inc.,
a wholly owned subsidiary of BASF formed for the purpose of making
the Offer, and BASF, and the solicitation/recommendation statement
will be filed with the SEC by Verenium. Investors and
security holders may obtain a free copy of these statements (when
available) and other documents filed with the SEC at the website
maintained by the SEC at www.sec.gov or by contacting the investor
relations department of Verenium at the email address included
below.
Verenium Contact:
Sarah Carmody
Sr. Manager, Corporate Communications
858-431-0180
corpcomm@verenium.com
SOURCE Verenium Corporation