Pronova BioPharma Gets $653.6M Takeover Bid From BASF

BASF plans to acquire Pronova BioPharma ASA, Lysaker, Norway, a pioneer in the field of research, development, and manufacturing of omega-3 fatty acids. BASF has reached an agreement with Pronova to make a recommended voluntary public takeover offer to Pronova’s shareholders, and will offer to pay NOK 12.50 in cash for each Pronova share. The Board of Directors of Pronova and the management unanimously support BASF’s offer and recommend its acceptance.

In addition, BASF has obtained irrevocable pre-acceptance commitments for approximately 60% of Pronova’s share capital; including the 50% stake held by majority shareholders Herkules Private Equity Fund (held through its funds Herkules Private Equity (Jersey-I) L.P. and Herkules Private Equity (Jersey-II) L.P.), an approximately 9.1% stake indirectly controlled by investment firms Kistefos AS and Kistefos Investment AS and 0.3% held by members of the Board of Directors and management of Pronova.

The offer corresponds to a premium of 24% above the volume- weighted average share price for Pronova’s shares in the six months prior to announcement of the public takeover offer. Based on all outstanding shares and including all net financial liabilities, the enterprise value would be NOK 4,845 million (approximately €664 million).

“The intended acquisition will significantly strengthen our position in the fast growing and highly profitable market for omega-3 fatty acids. We want to combine the global market reach and experience of BASF with the know-how of Pronova in omega-3 fatty acids,” says Michael Heinz, member of the Board of Executive Directors of BASF SE and responsible for the Performance Products segment, which includes the Nutrition & Health division.

Highly concentrated omega-3 fatty acids are a globally growing market, driven by an increasing consumer awareness of omega-3 fatty acids health benefits. With the acquisition of Pronova BASF will immediately achieve a leading position in the global market for omega-3 fatty acids. Pronova’s active pharmaceutical ingredients are used to treat cardiovascular diseases such as post-myocardial infarction. In nutritional applications, including dietary supplements, there is a strong body of evidence supporting a broad range of positive health benefits through omega-3 fatty acids, for example, in the areas of cognitive development or heart health.