BASF Reaffirms Plan to Acquire Engelhard
25 January 2006 - 3:28AM
PR Newswire (US)
LUDWIGSHAFEN, Germany, Jan. 24 /PRNewswire-FirstCall/ -- BASF
Aktiengesellschaft (Frankfurt: BAS, NYSE: BF [ADR], LSE: BFA, SWX:
AN) welcomes Engelhard Corporation's (NYSE:EC) Board of Directors'
decision to consider the sale of the company in an expeditious
manner as the best way to increase value for Engelhard's
stockholders. BASF continues to believe its all-cash offer of $37
per share is fair and compelling and that Engelhard's rejection of
this offer deprives its stockholders of an opportunity to realize a
significant and timely return. To effect a transaction, BASF is
considering its full range of available options, including those
outlined in the offer materials. "We are committed to our goal of
acquiring Engelhard," said Dr. Jurgen Hambrecht, Chairman of the
Board of Directors of BASF Aktiengesellschaft. "It remains our
strong preference to work with Engelhard's Board toward a
negotiated transaction, which would benefit Engelhard's
stockholders, employees and customers. However, in their response
to our tender offer, Engelhard did not provide any information that
would prompt us to improve the terms of our current offer." BASF is
still prepared to raise its offer by as much as $1 per share should
Engelhard provide additional information that justifies this
increase in value. BASF's all-cash offer of $37 per share
represents a 23% premium above the December 20, 2005 closing price
of Engelhard stock of $30.05, a 30% premium over Engelhard's 90-day
average share price (VWAP) on December 20, 2005 of $28.42 and a 23%
premium above the December 30, 2005 closing price of Engelhard's
stock of $30.15. The proposed transaction has a total equity value
of approximately $4.9 billion. BASF's tender offer to Engelhard
stockholders is scheduled to expire at 12:00 midnight, New York
City time, on February 6, 2006, unless extended. Lehman Brothers is
acting as financial advisor and Shearman & Sterling LLP is
acting as legal advisor to BASF on the proposed transaction. BASF
is the world's leading chemical company: The Chemical Company. Its
portfolio ranges from chemicals, plastics, performance products,
agricultural products and fine chemicals to crude oil and natural
gas. As a reliable partner to virtually all industries, BASF's
intelligent solutions and high- value products help its customers
to be more successful. BASF develops new technologies and uses them
to open up additional market opportunities. It combines economic
success with environmental protection and social responsibility,
thus contributing to a better future. In 2004, BASF had
approximately 82,000 employees and posted sales of more than euro
37 billion. BASF shares are traded on the stock exchanges in
Frankfurt (BAS), London (BFA), New York (BF) and Zurich (AN).
Further information on BASF is available on the Internet at
http://www.basf.com/. This press release is provided for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell any securities of Engelhard
Corporation. Any offers to purchase or solicitation of offers to
sell will be made only pursuant to the tender offer statement
(including the offer to purchase, the letter of transmittal and
other offer documents) which was filed with the U.S. Securities and
Exchange Commission ("SEC") on January 9, 2006. Engelhard
stockholders are advised to read these documents and any other
documents relating to the tender offer that are filed with the SEC
carefully and in their entirety because they contain important
information. Engelhard stockholders may obtain copies of these
documents for free at the SEC's website at http://www.sec.gov/ or
by calling Innisfree M&A Incorporated, the Information Agent
for the offer, at +1 877 750 5837 (Toll Free from the U.S. and
Canada) or 00800 7710 9971 (Toll Free from Europe). This press
release contains forward-looking statements. All statements
contained in this press release that are not clearly historical in
nature or that necessarily depend on future events are
forward-looking, and the words "anticipate," "believe," "expect,"
"estimate," "plan," and similar expressions are generally intended
to identify forward-looking statements. These statements are based
on current expectations, estimates and projections of BASF
management and currently available information. They are not
guarantees of future performance, involve certain risks and
uncertainties that are difficult to predict and are based upon
assumptions as to future events that may not prove to be accurate.
Many factors could cause the actual results, performance or
achievements of BASF to be materially different from those that may
be expressed or implied by such statements. Such factors include
those discussed in BASF's Form 20-F filed with the SEC. Michael
Grabicki Phone: +49 621 60-99938 Cell: +49.172.749.18.91 Fax: +49
621 60-92693 US media contact: Timothy Andree Phone: 973 245-6078
Cell: 973 519-5195 Fax: 973 245-6715 Analysts/Investors contact:
Magdalena Moll Phone: +49 621 60-48002 Fax: +49 621 60-22500 First
Call Analyst: FCMN Contact: emarks@brunswickgroup.com DATASOURCE:
BASF CONTACT: Michael Grabicki, Phone: +49-621-60-99938, Cell:
+49-172-749-18-91, Fax: +49-621-60-92693, , or US, Timothy Andree,
Phone: +1-973-245-6078, Cell: +1-973-519-5195, Fax:
+1-973-245-6715, , or Analysts/Investors, Magdalena Moll, Phone:
+49-621-60-48002, Fax: +49-621-60-22500, , all for BASF Web site:
http://www.basf.com/
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