BASF and Engelhard Reach Agreement
May 30 2006 - 9:00AM
PR Newswire (US)
* Engelhard Recommends That Engelhard's Shareholders Accept BASF's
Offer LUDWIGSHAFEN, Germany, May 30 /PRNewswire-FirstCall/ -- BASF
Aktiengesellschaft (Frankfurt: BAS, NYSE: BF [ADR], LSE: BFA, SWX:
AN) announced today that it signed a definitive agreement with
Engelhard Corporation (NYSE:EC). According to the agreement,
Engelhard will recommend that Engelhard shareholders tender their
shares to BASF in exchange for $39 per share in cash and will
withdraw its $45 per share self-tender offer for approximately 20%
of the company's shares. "We are very pleased that BASF and
Engelhard were able to reach agreement on a negotiated transaction.
This is a crucial step towards our goal of acquiring Engelhard,"
said Dr. Jurgen Hambrecht, Chairman of the Board of Executive
Directors of BASF Aktiengesellschaft. "We are confident that
Engelhard's shareholders will tender their shares into our offer,
following the recommendation of Engelhard." BASF's $39 per share
all-cash offer for all of the issued and outstanding shares of
common stock of Engelhard Corporation is scheduled to expire at
midnight, New York City time, on Monday, June 5, 2006. 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
Euro42.7 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/. 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 Cell: +1 973
626 1786 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 Aktiengesellschaft CONTACT: Michael
Grabicki, +49 621 60-99938, fax, +49 621 60-92693, , or US media,
Rand Pearsall, +1-973-245-6820, cell, +1-973-626-1786, fax,
+1-973-245-6714, , or Analysts/Investors, Christoph Beumelburg,
+1-973-245-6013, cell, +1-973-519-2981, fax, +1-973-245-6714, , all
of BASF Web site: http://www.basf.com/
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