BASF Commences US$37 Per Share Cash Tender Offer for Engelhard
January 09 2006 - 5:00AM
PR Newswire (US)
LUDWIGSHAFEN, Germany, Jan. 9 /PRNewswire-FirstCall/ -- BASF
Aktiengesellschaft (Frankfurt: BAS, NYSE: BF [ADR], LSE: BFA, SWX:
AN), the world's leading chemical company, today announced that it
is commencing a cash tender offer for all of the outstanding shares
of common stock of Engelhard Corporation (NYSE:EC) for US$37.00 net
per share. BASF's price represents a 23% premium above the December
20, 2005 closing price of Engelhard's stock of US$30.05 (the last
trading day before BASF submitted its first proposal to Engelhard
in writing), a 30% premium over Engelhard's 90-day average share
price (VWAP) of US$28.42 as of December 20, 2005 and a 23% premium
above the December 30, 2005 closing price of Engelhard's stock of
US$30.15 (the last trading day before BASF announced its intention
to commence a tender offer). The proposed transaction has a total
equity value of approximately US$4.9 billion. The tender offer and
withdrawal rights are scheduled to expire at 12:00 midnight, New
York City time, on February 6, 2006, unless extended. The offer
will be conditioned upon, among other things, acceptance by a
majority of Engelhard's shares on a fully diluted basis,
Engelhard's board taking all necessary actions to make its
shareholder rights plan and the supermajority voting provisions in
its certificate of incorporation inapplicable to BASF's offer,
receipt of necessary regulatory approvals, and other customary
conditions. The complete terms and conditions will be set in the
Offer to Purchase, which will be filed with the U.S. Securities and
Exchange Commission (http://www.sec.gov/) prior to 5:30 pm EST
today January 9, 2006, and mailed to Engelhard's stockholders. The
Offer to Purchase and other tender offer documents will be also
available at http://www.transactioninfo.com/basf after they are
filed with the U.S. Securities and Exchange Commission. Lehman
Brothers is acting as financial advisor and Shearman & Sterling
LLP is acting as legal advisor to BASF on the proposed transaction.
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 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 2004, BASF
had approximately 82,000 employees and posted sales of more than
?37 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/. Note to editors: This press release will not
be published on the BASF website before the Offer to Purchase and
other tender offer documents have been filed with the U.S.
Securities and Exchange Commission which are scheduled to be filed
prior to 5:30 pm EST, January 9, 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 a tender offer
statement (including an offer to purchase, a letter of transmittal
and other offer documents) which is being filed with the U.S.
Securities and Exchange Commission ("SEC") prior to 5:30 pm EST,
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 when they
become available because they will contain important information.
Engelhard stockholders may obtain copies of these documents for
free, when available, 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. We do not
assume any obligation to update the forward- looking statements
contained in this press release. Michael Grabicki Phone: +49 621
60-99938 Cell: +49.172.749.18.91 Fax: +49 621 60-92693 US media
contact: Timothy Andree Phone: 973 245-6078 Cell: 973 519-5195 Fax:
973 245-6715 Analysts/Investors contact: Magdalena Moll Phone: +49
621 60-48002 Fax: +49 621 60-22500 DATASOURCE: BASF
Aktiengesellschaft CONTACT: Michael Grabicki, Phone -
+49-621-60-99938, Cell - +49-172-749-18-91, Fax - +49-621-60-92693,
; or US contact - Timothy Andree, Phone - +1-973-245-6078, Cell -
+1-973-519-5195, Fax - +1-973-245-6715, ; or Analysts/Investors
contact - Magdalena Moll, Phone - +49-621-60-48002, Fax -
+49-621-60-22500, Web site: http://www.transactioninfo.com/basf
http://www.basf.com/
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