BASF Receives European Anti-Trust Clearance for Proposed Engelhard Acquisition
24 February 2006 - 4:01AM
PR Newswire (US)
LUDWIGSHAFEN, Germany, Feb. 23 /PRNewswire-FirstCall/ -- BASF
Aktiengesellschaft (Frankfurt: BAS, NYSE: BF [ADR], LSE: BFA, SWX:
AN) today announced that it has received clearance from the
European Commission regarding BASF's proposed acquisition of all of
the issued and outstanding shares of common stock of Engelhard
Corporation (NYSE:EC). BASF is now free under both European Union
and U.S. antitrust laws to proceed with its proposed acquisition of
Engelhard. On February 6, 2006, the waiting period under the U.S.
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
applicable to BASF's tender offer for Engelhard expired. BASF has
also made the regulatory filings required under a number of other
jurisdictions necessary for the consummation of its tender offer
and the company currently anticipates that the necessary approvals
will be obtained, and the related regulatory conditions to its
tender offer will be satisfied within the next month. 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 system 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 2005, BASF
had approximately 81,000 employees and posted sales of more than
euro 42.7 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: +49 172 749 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 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: egonda@brunswickgroup.com DATASOURCE: BASF
Aktiengesellschaft CONTACT: Michael Grabicki, +49-621-60-99938,
Cell: +49-172-749-18-91, Fax: +49 621 60-92693, ; US media contact
- Timothy Andree, +1-973-245-6078, Cell: +1-973-519-5195, Fax:
+1-973-245-6715, ; Analysts/Investors contact - Magdalena Moll, +49
621 60- 48002, Fax: +49 621 60-22500, ; BASF Aktiengesellschaft,
+49 621 60-0, Corporate Media Relations, +49 621 60-20710, Fax: +49
621 60-92693, Web site: http://www.basf.com/
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