BASF Clears Federal Trade Commission Review
06 February 2006 - 5:30PM
PR Newswire (US)
BASF Extends Tender Offer to March 3, 2006 LUDWIGSHAFEN, Germany,
Feb. 6 /PRNewswire-FirstCall/ -- BASF Aktiengesellschaft
(Frankfurt: BAS, NYSE: BF [ADR], LSE: BFA, SWX: AN) today announced
that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, applicable to BASF's tender
offer for all of the issued and outstanding shares of common stock
of Engelhard Corporation (NYSE:EC) has expired. As a result, BASF
is free under U.S. antitrust laws to proceed with its proposed
acquisition of Engelhard. BASF has already made the regulatory
filings required under the EU Merger Regulation and the laws of a
number of other jurisdictions necessary for the consummation of its
tender offer. BASF currently anticipates that the necessary
approvals will be obtained, and the related regulatory conditions
to its tender offer will be satisfied, on or about the end of this
month. As a result, BASF, through its wholly owned subsidiary, Iron
Acquisition Corporation, has extended the expiration date of its
cash tender offer to 5:00 p.m., New York City time, on Friday,
March 3, 2006. The tender offer had previously been scheduled to
expire at 12:00 midnight, New York City time, on Monday, February
6, 2006. BASF has been informed by The Bank of New York, the
Depositary for the offer, that, as of 5:00 p.m., New York City
time, on February 3, 2006, a total of 54,896 shares of Engelhard
common stock had been tendered into the offer and not withdrawn. As
a consequence of the extension of the expiration date, holders of
Engelhard common stock may tender their shares until 5:00 p.m., New
York City time, on Friday, March 3, 2006, unless the offer is
further extended. 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 ?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 the preliminary proxy statement on
Schedule 14A filed with the U.S. Securities and Exchange Commission
(the "SEC"), and to vote on any other matters that shall be voted
upon at Engelhard's 2006 annual meeting of stockholders. On
February 1, 2006, BASF filed a preliminary proxy statement on
Schedule 14A with the SEC in connection with this solicitation of
proxies. All Engelhard stockholders are strongly encouraged to read
the preliminary proxy statement and the definitive proxy statement
when it is available, because they will contain important
information. Engelhard stockholders may obtain copies of the
preliminary proxy statement and related materials 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, are contained in the preliminary proxy statement on
Schedule 14A that BASF filed with the SEC on February 1, 2006. 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 74 91891
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 BASF Aktiengesellschaft 67056 Ludwigshafen,
Germany Phone: +49 621 60-0 http://www.basf.com/ Corporate Media
Relations Phone: +49 621 60-20710 Fax: +49 621 60-92693 First Call
Analyst: FCMN Contact: cjones@brunswickgroup.com DATASOURCE: BASF
Aktiengesellschaft CONTACT: Michael Grabicki, Phone -
+49-621-60-99938, or Cell - +49-172-74-91891, or Fax -
+49-621-60-92693, or ; US media, Timothy Andree, Phone -
+1-973-245-6078, or Cell - +1-973-519-5195, or Fax -
+1-973-245-6715, or , or Analysts/Investors, Magdalena Moll, Phone
- +49-621-60-48002, or Fax - +49-621-60-22500, or , all of BASF
Aktiengesellschaft Web site: http://www.basf.com/
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