BASF Extends Tender Offer to March 17, 2006
March 06 2006 - 1:30AM
PR Newswire (US)
LUDWIGSHAFEN, Germany, March 6 /PRNewswire-FirstCall/ -- BASF
Aktiengesellschaft (Frankfurt: BAS, NYSE: BF [ADR], LSE: BFA, SWX:
AN) today announced that, through its wholly owned subsidiary, Iron
Acquisition Corporation, it has extended the expiration date of its
cash tender offer for all of the issued and outstanding shares of
common stock of Engelhard Corporation (NYSE:EC) to 5:00 p.m., New
York City time, on Friday, March 17, 2006. The tender offer had
previously been scheduled to expire at 5:00 p.m., New York City
time, on Friday, March 3, 2006. "We are disappointed that we have
been unable to reach an agreement with Engelhard on a
Confidentiality Agreement, but the terms proposed by Engelhard were
unacceptable and not in the best interest of Engelhard's
stockholders," said Michael Grabicki, a spokesman for BASF
Aktiengesellschaft. BASF also announced that, as of March 3, 2006,
it had received anti-trust clearance from all major regulatory
agencies necessary for the consummation of its acquisition of
Engelhard, including those of the United States and the European
Union. 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 March 3, 2006, a total of 649,277 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common stock had been tendered into the offer and not withdrawn.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 17, 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 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 revised 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 27, 2006, BASF filed a revised
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 revised
preliminary proxy statement and the definitive proxy statement when
it is available, because they contain important information.
Engelhard stockholders may obtain copies of the revised 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 revised preliminary proxy statement
on Schedule 14A that BASF filed with the SEC on February 27, 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. DATASOURCE:
BASF CONTACT: Michael Grabicki, +49-621-60-99938, Cell:
+49-172-74-91891, Fax: +49-621-60-92693, , US: Timothy Andree,
+1-973-245-6078, Cell: +1-973-519-5195, Fax: +1-973-245-6715, ,
Analysts-Investors: Magdalena Moll, +49-621-60-48002, Fax:
+49-621-60-22500, , BASF Aktiengesellschaft: +49-621-60-20710, Fax:
+49-621-60-92693, , all of BASF Web site: http://www.basf.com/
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