BASF Announces Engelhard Board Nominees
28 January 2006 - 1:25AM
PR Newswire (US)
Company Reaffirms Tender Offer Price of $37 per Share LUDWIGSHAFEN,
Germany, Jan. 27 /PRNewswire-FirstCall/ -- BASF Aktiengesellschaft
(Frankfurt: BAS, NYSE: BF [ADR], LSE: BFA, SWX: AN), the world's
leading chemical company, today announced that it has nominated two
candidates for election to Engelhard Corporation's (NYSE:EC) Board
of Directors in accordance with Engelhard's bylaws. The candidates
will stand for election at the upcoming annual meeting of
Engelhard's stockholders, which is currently scheduled for May 4,
2006. "We believe that our all-cash tender offer of $37 per share
offers Engelhard stockholders an opportunity to realize a
significant and timely return that Engelhard otherwise would be
unable to achieve, either on a stand-alone basis or in connection
with an alternative transaction," said Dr. Jurgen Hambrecht,
Chairman of the Board of Directors of BASF Aktiengesellschaft. The
BASF nominees are Julian A. Brodsky and John C. Linehan. "Messrs.
Brodsky and Linehan are highly qualified candidates who will act in
accordance with their fiduciary duties and seek to maximize value
for Engelhard's stockholders," Dr. Hambrecht said. BASF's tender
offer is scheduled to expire at 12:00 midnight, New York City time,
on February 6, 2006, unless extended. Biographical Information
Julian A. Brodsky Mr. Brodsky is a founder and, since 2004, has
served as non-executive Vice Chairman of Comcast Corporation
(NYSE:CMCSA), a leading provider of cable, entertainment and
communications products and services in the United States. Prior to
that he served as Comcast's Executive Vice President, Senior Vice
President, Chief Financial Officer and Vice Chairman. From 1999 to
2004, he also served as Chairman of Comcast Interactive Capital, an
in-house venture fund. Currently, Mr. Brodsky serves as a Director
of the RBB Fund Inc., a mutual fund, and as a member of the Board
of Directors of Amdocs Limited, a technology company. Mr. Brodsky
is a certified public accountant and a graduate of the Wharton
School of Finance and Commerce of the University of Pennsylvania.
John C. Linehan Mr. Linehan is currently a member of the Board of
Directors of Pacific Energy Partners, L.P., a company engaged
principally in the business of gathering, transporting, storing,
and distributing crude oil, refined products and related products
in California and the Rocky Mountain region. In 2001 and 2002, Mr.
Linehan served as Chairman and CEO of Texaco Refining &
Marketing (East) Inc. and, before that, as Executive Vice President
and Chief Financial Officer of Kerr-McGee Corporation, a global
energy company based in Oklahoma City and a leader in oil and
natural gas exploration and production, from which he retired in
1999. Mr. Linehan has also served as Chairman of the Finance
Committee of the American Petroleum Institute and as a member of
the Board of Directors of Tom Brown, Inc. until its acquisition by
EnCana Corporation in 2004. Mr. Linehan is a member of both the
American Institute of Certified Public Accountants and the Oklahoma
Society of Certified Public Accountants. 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/. BASF currently intends to solicit proxies for
use at Engelhard's 2006 annual meeting of stockholders, or at any
adjournment or postponement thereof, to vote in favor of BASF's
nominees identified in this press release and to vote on any other
matters that shall be voted upon at Engelhard's 2006 annual meeting
of stockholders. BASF currently intends to file a proxy statement
on Schedule 14A with the U.S. Securities and Exchange Commission
(the "SEC") in connection with this solicitation of proxies. All
Engelhard stockholders are strongly encouraged to read the proxy
statement, if and when it is available, because it will contain
important information. Engelhard stockholders may obtain copies of
the proxy statement and related materials, if and when they are
available, for free at the SEC's website at http://www.sec.gov/.
The identity of people who, under SEC rules, may be considered
"participants in a solicitation" of proxies from Engelhard
stockholders for use at Engelhard's 2006 annual meeting of
stockholders and a description of their direct and indirect
interests in the solicitation, by security holdings or otherwise,
will be contained in the proxy statement on Schedule 14A that BASF
currently intends to file with the SEC. 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 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 7491891 Fax
+49 621 60-92693 US media contact: Timothy Andree Phone +1 973 245
6078 Cell +1 973 519 5195 Fax +1 973 245 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 Aktiengesellschaft CONTACT: Michael Grabicki,
+49-621-60-99938, Cell - +49-172-7491891, Fax - +49-621-60-92693, ,
or US media, Timothy Andree, +1-973-245-6078, Cell -
+1-973-519-5195, Fax - +1-973-245-6715, , or Analysts/Investors,
Magdalena Moll, +49-621-60-48002, Fax - +49-621-60-22500, Web site:
http://www.basf.com/
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