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BASF Receives Majority of Engelhard Shares

Ludwigshafen, Germany (ots/PRNewswire)

  • BASF-CEO Hambrecht: 'Special day for BASF and Engelhard, more innovative solutions for customers.'
  • Subsequent offering period to expire on June 8, 2006
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had been tendered into the offer and not withdrawn.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withdrawn prior to the expiration of the offer have been accepted for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 US$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 US$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 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 +1-800-7710-9971 (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
     michael.grabicki@basf.com
    US media contact:
    Rand Pearsall
    Phone:  +1-973-245-6820
    Cell:   +1-973-626-1786
    Fax:    +1-973-245-6714
     rand.pearsall@basf.com
    Analysts/Investors contact:
    Christoph Beumelburg
    Phone:  +1-973-245-6013
    Cell:   +1-973-519-2981
    Fax:    +1-973-245-6714
     christoph.beumelburg@basf.com
Web site: http://www.basf.com

Contact:

Michael Grabicki, +49-621-60-99938, Fax: +49-621-60-92693,
michael.grabicki@basf.com, or US media - Rand Pearsall,
+1-973-245-6820, Cell: +1-973-626-1786, Fax: +1-973-245-6714,
rand.pearsall@basf.com, or Analysts/Investors - Christoph Beumelburg,
+1-973-245-6013, Cell:
+1-973-519-2981, Fax: +1-973-245-6714, christoph.beumelburg@basf.com

Original content of: BASF SE, transmitted by news aktuell

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