BASF Receives Majority of Engelhard Shares
June 06 2006 - 7:00AM
PR Newswire (US)
* BASF-CEO Hambrecht: 'Special day for BASF and Engelhard, more
innovative solutions for customers.' LUDWIGSHAFEN, Germany, June 6
/PRNewswire-FirstCall/ -- BASF Aktiengesellschaft (Frankfurt: BAS,
NYSE: BF [ADR], LSE: BFA, SWX: AN) today announced the expiration
of its initial tender offer period to purchase all of the
outstanding shares of Engelhard Corporation (NYSE:EC) and the
commencement of a subsequent offering period. The subsequent
offering period will expire at 12:00 midnight, New York City time,
on Thursday, June 8, 2006, unless extended. BASF has been informed
by The Bank of New York, the Depositary for the offer, that, as of
the expiration of the tender offer at midnight, New York City time,
on June 5, 2006, a total of 110,456,159 shares or approximately 89%
of Engelhard's outstanding common stock had been tendered into the
offer and not withdrawn. Of those shares tendered 18,464,174
shares, representing approximately 15% of Engelhard's outstanding
common stock were tendered subject to guaranteed delivery. All
shares validly tendered and not properly withdrawn prior to the
expiration of the offer have been accepted for payment by BASF.
"This is a special day for both BASF and Engelhard," said Dr.
Jurgen Hambrecht, Chairman of the Board of Executive Directors of
BASF Aktiengesellschaft. "With the acquisition of the majority of
the shares and the expected closing of our transaction shortly,
BASF can now begin with the integration in order to create a
leading provider worldwide in the dynamically growing catalyst
market. By combining the businesses, BASF will also expand into
other growth markets, such as specialty pigments. This will allow
us to further strengthen BASF's profitable growth." Hambrecht
emphasized, "Everyone at BASF is looking forward to the prospect of
working with Engelhard's outstanding employees so that, together,
we can continue to build the best team in the industry and create
more innovative solutions for our customers." As of 9:00 a.m., New
York City time, on June 6, 2006, BASF commenced a subsequent
offering period for all remaining shares that have not yet been
tendered. The purpose of the subsequent offering period is to
enable Engelhard shareholders who did not tender during the initial
offering period to participate in the offer and to receive the
all-cash $39 offer price on an expedited basis, and BASF urges
Engelhard shareholders to tender their shares during the subsequent
offering period. BASF will immediately accept all shares validly
tendered during the subsequent offering period as they are
tendered, and will pay for such shares promptly. Shareholders who
tender their shares during the subsequent offering period will
receive the same $39 all-cash per share consideration paid during
the initial offering period. Procedures for tendering shares during
the subsequent offering period are the same as during the initial
offering period, except (i) shares cannot be delivered through the
guaranteed delivery procedure and (ii) shares tendered during the
subsequent offering period may not be withdrawn. Lehman Brothers
has been acting as financial advisor and Shearman & Sterling
LLP as legal advisor to BASF. 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/. 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 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, Web site:
http://www.basf.com/
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