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BASF Tender Offer for Ciba Holding AG: Definitive Acceptance Rate of 68.10 Percent Based on All Ciba Shares



Published November 5, 2008
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Following the analysis of all tender declarations, BASF announced the definitive interim result of its public tender offer to shareholders of Ciba Holding AG, Basel, Switzerland. Up to the end of the offer period on Oct. 28, 2008, a total of 46,022,745 of all outstanding Ciba shares were tendered to BASF.

Together with the 1,011,536 Ciba shares that BASF held before the publication of the pre-announcement, this results in a participation of 47,034,281 Ciba shares, which corresponds to 68.10 percent of the share capital of Ciba. BASF has thus exceeded the minimum acceptance threshold of 66.67 percent and declares the offer unconditional subject to the conditions subsequent listed in the offer prospectus.

The additional acceptance period begins on Nov. 3, 2008 and ends at 4 p.m. Central European Time (CET) on Nov. 14, 2008. During this period of 10 trading days, Ciba shareholders who have so far not tendered their shares have the opportunity to do so for the same price of CHF 50.00 in cash for each nominal share. By tendering their shares in the additional acceptance period, these Ciba shareholders avoid the risk of becoming minority shareholders in Ciba and holding shares with limited liquidity. Following the acquisition, BASF plans to delist the Ciba stock.

The Board of Directors of Ciba supports the offer and recommends that shareholders tender their shares.

“With this interim result, we have come a significant step closer to our planned acquisition of Ciba. The strategic logic of the transaction is convincing, since the combined businesses will be strengthened sustainably and positioned for long-term profitable growth,” said Dr. Jürgen Hambrecht, chairman of the Board of Executive Directors of BASF SE. “Shareholders who have so far not tendered their shares now have another opportunity to do so.”

The extraordinary General Meeting required to amend the articles of Ciba Holding AG is expected to be held on Dec. 2, 2008. Following the General Meeting, BASF intends to open a second trading line for the tendered Ciba shares to allow shares to be sold before the settlement date. The transfer of the shares to BASF and the payment of the offer price will take place on the settlement date, which is expected in the first quarter of 2009 at the latest.


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