ISS Recommends That Engelhard's Shareholders Vote 'FOR' BASF's Nominees
25 May 2006 - 5:11AM
PR Newswire (US)
LUDWIGSHAFEN, Germany, May 24 /PRNewswire-FirstCall/ -- BASF
Aktiengesellschaft (Frankfurt: BAS, NYSE: BF [ADR], LSE: BFA, SWX:
AN) today announced that Institutional Shareholder Services (ISS)
has recommended that Engelhard's shareholders vote for BASF's five
nominees for election to Engelhard's Board of Directors at the June
2 Annual Shareholders' Meeting. ISS is a highly respected,
independent proxy advisory firm, and its voting analyses and
recommendations are relied upon by hundreds of institutional
investors, mutual funds, and fiduciaries throughout the world. BASF
is pleased that ISS has recognized the value and certainty of
BASF's all-cash offer and recommended that Engelhard's shareholders
vote "FOR" BASF's nominees. 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 ?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 is
currently soliciting 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
definitive proxy statement on Schedule 14A filed with the U.S.
Securities and Exchange Commission (the "SEC") on May 12, 2006, and
to vote on any other matters that shall be voted upon at
Engelhard's 2006 annual meeting of stockholders. All Engelhard
stockholders are strongly encouraged to read the definitive proxy
statement, because it contains important information. Engelhard
stockholders may obtain copies of the definitive proxy statement
and related materials for free at the SEC's website at
http://www.sec.gov/. The identity of people who may be considered
"participants in a solicitation" of proxies from Engelhard
stockholders for use at Engelhard's 2006 annual meeting of
stockholders under SEC rules and a description of their direct and
indirect interests in the solicitation, by security holdings or
otherwise, are contained in the definitive proxy statement on
Schedule 14A that BASF filed with the SEC on May 12, 2006. BASF may
also solicit written consents of Engelhard stockholders to (a)
amend the bylaws of Engelhard to increase the number of directors
on Engelhard's Board of Directors to twelve and provide that any
newly created vacancies on Engelhard's Board of Directors shall be
filled by Engelhard's stockholders, and (b) to appoint individuals
selected by BASF to fill the vacancies created thereby (the
"Proposals"). Full details of the Proposals are contained in the
preliminary consent solicitation statement on Schedule 14A that
BASF filed with the SEC on May 15, 2006. All Engelhard stockholders
are strongly encouraged to read the preliminary consent statement
and the definitive consent statement when they are available
because they will contain important information. Engelhard
stockholders may obtain copies of the preliminary consent 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 consents for
the Proposals and a description of their direct and indirect
interests in the solicitation, by security holdings or otherwise,
are contained in the preliminary consent statement on Schedule 14A
filed with the SEC on May 15, 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 initially 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 most recent Form 20-F filed with the SEC.
Michael Grabicki Phone: +49 621 60 99938 Fax: +49 621 60 92693 US
media contact: Rand Pearsall Phone: +1 973 245 6820 Fax: +1 973 245
6714 Analysts/Investors contact: Christoph Beumelburg Phone: +1 973
245 6013 Cell: +1 973 519 2981 Fax: +1 973 245 6714 DATASOURCE:
BASF CONTACT: Michael Grabicki, +49-621-60-99938, fax
+49-621-60-92693, , US - Rand Pearsall, +1-973-245-6820, fax,
+1-973 245-6714, , Investors - Christoph Beumelburg, Phone,
+1-973-245-6013, Cell, +1-973-519-2981, Fax, +1-973-245-6714, Web
site: http://www.basf.com/
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