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BASF SE

BASF Commences US$37 Per Share Cash Tender Offer for Engelhard

Ludwigshafen, Germany (ots)

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 (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
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 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 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 
Michael.grabicki@basf.com
US media contact:
Timothy Andree
Phone: 973 245-6078 
Cell   973 519-5195 
Fax    973 245-6715  
andreet@basf.com
Analysts/Investors contact:
Magdalena Moll
Phone:  +49 621 60-48002
Fax:    +49 621 60-22500 
magdalena.moll@basf.com

Original-Content von: BASF SE, übermittelt durch news aktuell

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