BASF Raises Offer to Engelhard Shareholders to $39 Per Share
22 Mayo 2006 - 6:00AM
PR Newswire (US)
- BASF CEO Hambrecht: 'This is our last, best and final offer.'
LUDWIGSHAFEN, Germany, May 22 /PRNewswire-FirstCall/ -- BASF
Aktiengesellschaft (Frankfurt: BAS, NYSE: BF [ADR], LSE: BFA, SWX:
AN) today announced that it has raised its all-cash offer for
Engelhard Corporation (NYSE:EC) to $39 per share from its previous
offer of $38 per share. "We are confident that Engelhard's
shareholders will recognize the superior value for all of their
shares and the complete certainty that BASF is offering, as opposed
to the risk and uncertainty of Engelhard's leveraged
recapitalization plan," said Dr. Jurgen Hambrecht, Chairman of the
Board of Executive Directors of BASF Aktiengesellschaft. "We want
to make it very clear: This is our last, best and final offer.
Under no circumstances will we raise our price again. If
Engelhard's shareholders do not elect all of our nominees at
Engelhard's Annual Meeting, we will let our offer expire and pursue
other opportunities." After numerous meetings with holders of a
substantial majority of Engelhard shares, BASF made its last, best
and final offer at this time to avoid the need to extend BASF's
tender offer beyond June 5, 2006. Through its wholly owned
subsidiary, Iron Acquisition Corporation, BASF has extended the
expiration date of its $39 cash tender offer for all of the issued
and outstanding shares of common stock of Engelhard Corporation
(NYSE: EC) to midnight, New York City time, on Monday, June 5,
2006. The tender offer had previously been scheduled to expire at
5:00 p.m., New York City time, on Monday, June 5, 2006. 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 May 19, 2006,
a total of 601,708 shares of Engelhard common stock had been
tendered into the offer and not withdrawn. 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 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, 2005. 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 Cell: +49 172 749 18 91
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 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 DATASOURCE: BASF CONTACT: Michael
Grabicki, +49-621-60-99938, Cell +49-172-749-18-91, 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, ; or 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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