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Ciba Extraordinary General Meeting

Published on 2008-12-03. Author : SpecialChem

BASEL, Switzerland -- At the Extraordinary General Meeting of Ciba held at the Congress Center Basel, Switzerland, shareholders of Ciba Holding AG approved all motions of the Board of Directors by large majorities. The 700 shareholders in attendance represented 17,946,189 of the votes, or 25.98 percent of the total of 69,064,617 registered shares.

The General Meeting approved the motion of the Board of Directors to amend Article 5 (Share register and restrictions of registration), Article 15 (Proxies) and Article 19 (Special Quorum) of the Articles of Association, thereby meeting one of the conditions for settlement of the BASF Offer. These amendments will come into force when all other conditions of the BASF Offer are met.

In accordance with the motions of the Board of Directors, BASF nominees Hans-Ulrich Engel, Hans-Walther Reiners and Jörg Buchmüller were elected to the Board of Directors subject to settlement of the BASF Offer. Their election will be effective from the date of settlement and valid until the next Annual General Meeting.

The current Board of Directors of Ciba will resign at the time of settlement as stipulated in the transaction agreement with BASF.

The next Annual General Meeting will take place before the statutory deadline and not later than June 30, 2009.

Armin Meyer: Best industrial solution for Ciba

In his address, Armin Meyer, Chairman of the Board of Ciba, reflected on the eventful history of Basel's chemical industry. Where once there were three broadly positioned companies with diversified portfolios, today the chemicals and pharmaceuticals hub of Basel is characterized by three highly focused businesses. In the case of Ciba, the specialty chemicals model came under enormous pressure over the years. "The industry increasingly found itself in a sandwich position, trapped between gigantic raw material companies and powerful consumer good manufacturers," explained Meyer. The Board did not take the decision lightly, said Meyer. "But we are convinced that the merger with BASF is the best possible solution for Ciba, securing the long-term future of our business."

Ciba, which stands for Chemical Industry of Basel, can look back on a long history rich in tradition. Apart from this tradition, one thing distinguishes the chemicals industry above all, according to Meyer: It is highly innovative, always in motion and subject to constant change. Not only will BASF stand by Basel as a location, added Meyer, but it also intends to keep the name Ciba in one form or another. "So the Chemical Industry of Basel will live on," he concluded.

Further conditions fulfilled

With the election of the new members of the Board of Directors, subject to settlement of the BASF Offer, and the lifting of the statutory restrictions on registration and voting rights, a further important condition of the transaction agreement between Ciba and BASF has been met. The approval of the responsible competition authorities has yet to be obtained. The transaction closing is expected in the first quarter of 2009.

About Ciba:

Ciba is a leading global company dedicated to producing high-value effects for its customers' products. We strive to be the partner of choice for our customers, offering them innovative products and one-stop expert service. We create effects that improve the quality of life - adding performance, protection, color and strength to plastics, paper, automobiles, buildings, home and personal care products and much more. Ciba is active in more than 120 countries around the world and is committed to being a leader in its chosen markets. In 2007, the Company generated sales of CHF 6.5 billion from continued operations and invested over CHF 260 million in R&D.

Source: Ciba


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