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BASF announces new share buyback program
On June 19, 2008 the Board of Executive Directors of BASF SE has decided to start a new share buyback program and plans to buy back shares for €3 billion up to mid-2010. The share repurchase can start immediately based on the authorization by the Annual Meeting held on April 24, 2008.
The aim of buying back shares is to optimize BASF’s capital structure and to increase earnings per share. The shares will be canceled, thus reducing the share capital of BASF SE accordingly.
BASF completed its €3 billion share buyback program for 2007 and 2008 ahead of schedule. This program was announced in February 2007. From the beginning of 2007 until June 17, 2008 BASF bought back shares for €3 billion. A total of approximately 33.7 million shares were repurchased at an average price of €88.91. This corresponds to 7.1 percent of BASF SE’s current share capital. The repurchased shares have already been canceled or will be canceled in 2008.
Total price per year in million Euro
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Overview of share buyback program1
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Number of shares
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% share capital
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Average purchase price (€)
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Total price (Million €)
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2007
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42,990,000
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4.3
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44.18
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1,900
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2006
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29,398,000
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2.9
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31.92
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938
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2005
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52,124,458
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4.8
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27.53
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1,435
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2004
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32,406,000
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2.9
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22.40
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726
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2003
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27,346,000
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2.4
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18.28
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500
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2002
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26,170,000
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2.2
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19.10
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500
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2001
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61,550,000
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5
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21.11
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1,299
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2000
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31,713,000
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2.6
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22.07
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700
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1999
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15,792,400
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1.3
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16.19
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256
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1 Adjusted for 2:1 stock split in June 2008
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Buyback terms
The company is authorized to purchase shares of the company in an amount of up to 10 percent of the company’s share capital. The shares will be purchased at the discretion of the Board of Executive Directors, via the stock exchange or a public purchase offer addressed to all shareholders. The purchase price per share to be paid by the company may not, subject to sentence 5, exceed the highest market price (plus costs and charges) quoted on the floor or electronically on the Frankfurt Stock Exchange on the date of purchase. It must not be less than 75 percent of this highest price. In the event of a public offer to buy back shares, the purchase price offered and paid for each share may exceed the highest market price by up to 10 percent on the third trading day prior to the publication of the share buyback offer.
Subject to sentences 8 and 9, the Board of Executive Directors may only sell shares purchased on the basis of this authorization after a corresponding additional resolution has been adopted at the Annual Meeting by a majority comprising at least three-quarters of the share capital represented at the meeting. Irrespective of this, the Board of Executive Directors is authorized to redeem the shares purchased on the basis of this authorization without the adoption of a further resolution by the Annual Meeting and to reduce the share capital by the part of the share capital accounted for by the redeemed shares.
The Board of Executive Directors is authorized to use, with the approval of the Supervisory Board, shares acquired by virtue of this authorization for the acquisition of companies, parts of companies or holdings in companies in return for the transfer of shares. The subscription right of shareholders is excluded in respect of these company shares if the shares are sold or transferred under the authorizations specified in the preceding sentence 8.
The authorizations to buy back shares and/or to redeem or resell them may be exercised wholly or partially one or more times. The authorizations to buy back company shares and to resell them may also be carried out, at the discretion of the Board of Executive Directors, by companies of the BASF Group or by third parties for the account of the company or Group companies. The authorization to buy back shares will expire on October 25, 2008.
The authorization to buy back company shares granted by the Annual Meeting on May 4, 2006, terminates with the coming into effect of this new authorization as far as the Board of Executive Directors is authorized to purchase shares. The authorizations, granted at the same time, to redeem shares purchased thereunder and to use the shares for acquiring companies, parts of companies or holdings in companies remain valid.
The shareholders approved the proposal (99.64% approval).
Page 4 of the invitation to the Annual Meeting provides further information.
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