Ludwigshafen November 21, Acquisition of Pronova BioPharma ASA

Transcription

1 Ludwigshafen November 21, 2012 Acquisition of Pronova BioPharma ASA

2 Forward looking statements This presentation includes forward-looking statements that are subject to risks and uncertainties, including those pertaining to the anticipated benefits to be realized from the proposals described herein. This presentation contains a number of forward-looking statements including, in particular, statements about future events, future financial performance, plans, strategies, expectations, prospects, competitive environment, regulation and supply and demand. BASF has based these forward-looking statements on its views with respect to future events and financial performance. Actual financial performance of the entities described herein could differ materially from that projected in the forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections, and financial performance may be better or worse than anticipated. Given these uncertainties, readers should not put undue reliance on any forward-looking statements. Forward-looking statements represent estimates and assumptions only as of the date that they were made. The information contained in this presentation is subject to change without notice and BASF does not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, except to the extent required by applicable laws and regulations. 2

3 BASF plans to acquire Pronova BioPharma BASF makes a public tender offer for Pronova BioPharma ( Pronova ), a pioneer in high concentrates of omega-3 fatty acids. Pronova is publicly listed on the Oslo Stock Exchange (ticker: PRON) Omega-3 fatty acids are the world s single largest health ingredient with a broad range of applications, e.g. cognitive development and heart health. This acquisition would strengthen BASF s position in the fast growing and very profitable market of omega-3 fatty acids. This acquisition would meet all BASF acquisition criteria and would be EPS accretive by year two. 3

4 Transaction highlights BASF is making an all-cash proposal to acquire 100% of Pronova shares for a total consideration of approximately NOK 3,760 million. Cash purchase price of NOK per share of Pronova s common stock. - Represents a 24% percent premium to Pronova s six months average price of NOK 10.1 per share. Represents an Enterprise Value of NOK 4,845 million. - Represents a multiple of 5.7 LTM EBITDA (NOK 848 million) and 16.7 P/E. High transaction security. - Pronova Board unanimously recommended acceptance of offer. - Irrevocable pre-acceptance for approximately 60 percent of Pronova capital received from major shareholders and Board/Management Team. Closing expected in Q percent acceptance rate and regulatory approval required. 4

5 Pronova at a glance Pioneer and leading company in highly concentrated omega-3 fatty acids. Sales of 214 million and an EBITDA of ~ 90 million in Sales in more than 50 countries with one blockbuster product, mainly sold as Omacor by Abbott in Europe and as Lovaza by GSK in the US. Excellent cost position due to two state of the art production sites in Norway and Denmark (total capacity: 2,500 tons p.a.). Strong R&D know-how to develop the next generation of omega-3 solutions a platform for pharmaceuticals, dietary supplements and clinical nutrition. Herkules Private Equity is the principle shareholder with percent of shares outstanding. 5

6 Why BASF is acquiring Pronova BASF will achieve a leading position in the high margin and growing market for concentrated omega-3 fatty acids. Complements the recent acquisition of Equateq. Immediately covers the full range from low to medium to high concentrate omega- 3 fatty acids. Substantiates leadership position in the attractive pharmaceutical omega-3 ingredient market. Leverages the newly formed omega-3 Verbund and BASF s global market presence in dietary supplements. Benefits from Pronova s strong supply partnerships. Utilizes capacity at both of Pronova s production sites to support future growth opportunities. 6

7 Attractive omega-3 concentrates market Strategic Relevant Market (in million) ~1,600 Market Environment Market growth is expected to be significantly above the growth for the overall pharma and nutrition market. ~800 Strategic Relevant Market Segments Pharma Concentrates: Super high concentrates (>80%) highly regulated, prescription market with patent protected products Dietary Supplements: High concentrates 60% - 80%, branded products, above average growth rates driven by health professional advocacy. Standard concentrates 30% - 60%, food and mass market dietary supplement applications. Natural fish oil up to 30%, food and mass market dietary supplement applications.. 7

8 Pronova - key figures in NOK million % 9M 2012 Sales 1,644 1, % 1,355 EBITDA % 651 EBITDA margin in % EBIT % 327 EBIT margin in % Net income % EPS % 0.61 Capital Expenditures % 49.5 Net Debt as of Sept. 30, 2012: 1,085 Employees as of June 30, 2012: 312 Source: Pronova Biopharma Quarterly and Annual Reports Exchange rate /NOK = 7.3 based on Sep. 30,

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