BASF SE BASF Finance Europe N.V. - BASF.com
BASF SE BASF Finance Europe N.V. - BASF.com
BASF SE BASF Finance Europe N.V. - BASF.com
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The legal foundations of <strong>BASF</strong> <strong>SE</strong>'s corporate constitution are primarily the <strong>SE</strong> Council Regulation of the<br />
<strong>Europe</strong>an Union, the German <strong>SE</strong> Implementation Act and the German Stock Corporation Act. Despite<br />
these new legal foundations, the previous fundamental elements of <strong>BASF</strong> Aktiengesellschaft's corporate<br />
constitution remain unchanged in <strong>BASF</strong> <strong>SE</strong>: these are the two-tier system consisting of <strong>BASF</strong>'s Board of<br />
Executive Directors and the Supervisory Board, the equal representation of shareholders and employees<br />
in the Supervisory Board and the shareholders' rights of co-administration and supervision at the Annual<br />
Shareholders' Meeting.<br />
<strong>BASF</strong>'s headquarter is located in Ludwigshafen am Rhein, Germany; its registered office is located at<br />
Carl-Bosch-Straße 38, 67056 Ludwigshafen am Rhein, Germany, telephone 0049-621-60-0.<br />
<strong>BASF</strong> Group continually reviews its businesses and aligns them to achieve profitable and sustainable<br />
growth. <strong>BASF</strong> Group's significant acquisitions and divestitures between 2011 and 2013 are listed below:<br />
Acquisitions / Divestitures<br />
As of the date of this Prospectus, <strong>BASF</strong> acquired the following businesses in 2013:<br />
• On January 31, 2013, <strong>BASF</strong> concluded the acquisition of Pronova BioPharma ASA, a <strong>com</strong>pany<br />
headquartered in Lysaker, Norway, which researches, develops and produces omega-3 fatty<br />
acids. Together with <strong>BASF</strong>'s previous activities, Pronova BioPharma's business has been<br />
integrated into the global business unit Business Management Omega-3 in the Nutrition & Health<br />
division.<br />
• Effective March 11, 2013, <strong>BASF</strong> <strong>com</strong>pleted its acquisition of parts of Ciech Group's TDI business,<br />
as announced in the third quarter of 2012. The acquisition largely <strong>com</strong>prises intellectual property<br />
rights and access to customers. TDI is used primarily in the furniture and automotive industries.<br />
The acquired business has been integrated into the Monomers division.<br />
• <strong>BASF</strong> acquired Henkel's enzyme technology for detergents and cleaners on April 17, 2013. This<br />
<strong>com</strong>prises production hosts, various detergent enzymes, and the corresponding intellectual<br />
property. The business has been integrated into the Care Chemicals division.<br />
<strong>BASF</strong> acquired the following businesses in 2012:<br />
• On February 13, 2012, <strong>BASF</strong> acquired the Ovonic Battery Company, headquartered in Rochester<br />
Hills, Michigan, USA. Ovonic is a license provider for nickel metal hydride (NiMH) battery<br />
technologies and produces cathode active materials (CAMs) for batteries. Furthermore, the<br />
<strong>com</strong>pany operates a research facility for battery materials in Troy, Michigan, USA.<br />
• <strong>BASF</strong> acquired B.C. Foam S.p.A.'s polyethylene terephthalate (PET) foams business,<br />
headquartered in Volpiano, Italy, effective February 29, 2012. The acquisition <strong>com</strong>prises<br />
production facilities and industrial property rights. The acquired business has be<strong>com</strong>e part of the<br />
Performance Polymers division.<br />
• On April 25, 2012, <strong>BASF</strong> acquired the energy storage activities of Novolyte Technologies LP,<br />
headquartered in Cleveland, Ohio, USA which focus on developing, producing and marketing<br />
performance electrolyte formulations for lithium-ion batteries. These activities will continue<br />
operations as part of <strong>BASF</strong>'s Battery Materials unit. <strong>BASF</strong> also acquired the performance<br />
materials business from Novolyte Holdings LP, which has been integrated into the Intermediates<br />
division.<br />
• <strong>BASF</strong> concluded the acquisition of the Brazilian Mazzaferro Group's polyamide polymer business<br />
on May 2, 2012. The transaction <strong>com</strong>prises the site and production facilities for the polyamide-6<br />
product range, as well as engineering plastics <strong>com</strong>pounds at São Bernardo do Campo, Brazil.<br />
<strong>BASF</strong> integrated the acquired activities into its existing engineering plastics and polyamide<br />
polymer business within the Performance Polymers division.<br />
• On May 8, 2012, <strong>BASF</strong> acquired Equateq Ltd., a producer of highly concentrated omega-3 fatty<br />
acids based in Callanish, United Kingdom.<br />
• <strong>BASF</strong> purchased ITWC Inc.'s business, headquartered in Mal<strong>com</strong>, Iowa, USA on July 1, 2012.<br />
The transaction, which primarily <strong>com</strong>prises cast elastomer systems and polyester polyols,<br />
<strong>com</strong>plements <strong>BASF</strong>'s offering of polyurethane products, systems and specialties in North<br />
America.<br />
• On October 22, 2012, <strong>BASF</strong>'s subsidiary Wintershall reached an agreement with the Norwegian<br />
Statoil ASA for an asset swap. Through the asset swap, Wintershall received shares in the three<br />
producing fields Brage (32.7%), Gjøa (15%) and Vega (30%) located in the North Sea. Statoil