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BASF SE

BASF Considers All Options

Ludwigshafen, Germany (ots/PRNewswire)

- BASF's All-Cash Bid Provides Greater Value and Certainty than
Engelhard's Proposal
BASF is considering all its options after Engelhard's Board of
Directors rejected an increased cash offer of US$38 per share
proposed by BASF, as part of a negotiated merger transaction, and
elected instead to pursue a partial share buyback plan.
Following a preliminary review of Engelhard's proposed
transaction, BASF continues to believe that its fully financed,
all-cash offer provides higher value and greater certainty to
Engelhard's stockholders over and above that achievable through the
Engelhard partial share buyback plan. BASF's offer would provide cash
to Engelhard's stockholders for 100 percent of their shares within
three weeks after reaching a negotiated merger agreement. By
contrast, Engelhard's proposal carries significantly higher
execution, timing and realization risks.
After reviewing non-public information provided by Engelhard, BASF
made a US$38 per share all-cash offer, conditional on a negotiated
transaction. The revised offer was presented to Engelhard's Board of
Directors on April 19, 2006, together with a proposal for a merger
agreement.
As stated during Engelhard's investor conference call today, no
party participating in Engelhard's robust process valued Engelhard at
greater than US$38 per share or offered an attractive proposal for
any part of the business, notwithstanding full access to non-public
information and access to management.
BASF's current tender offer of US$37 per share is scheduled to
expire at 5:00 p.m., New York City time, on Friday, April 28, 2006,
unless the offer is further extended.
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.
BASF is currently considering whether to solicit 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 revised preliminary proxy statement on
Schedule 14A filed with the U.S. Securities and Exchange Commission
(the "SEC"), and to vote on any other matters that shall be voted
upon at Engelhard's 2006 annual meeting of stockholders. On February
27, 2006, BASF filed a revised preliminary proxy statement on
Schedule 14A with the SEC in connection with this solicitation of
proxies. All Engelhard stockholders are strongly encouraged to read
the revised preliminary proxy statement and the definitive proxy
statement when it is available, because they contain important
information. Engelhard stockholders may obtain copies of the revised
preliminary proxy statement and related materials for free at the
SEC's website at www.sec.gov.
The identity of people who, under SEC rules, may be considered
"participants in a solicitation" of proxies from Engelhard
stockholders for use at Engelhard's 2006 annual meeting of
stockholders and a description of their direct and indirect interests
in the solicitation, by security holdings or otherwise, are contained
in the revised preliminary proxy statement on Schedule 14A that BASF
filed with the SEC on February 27, 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 the
tender offer statement (including the offer to purchase, the letter
of transmittal and other offer documents), which was 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 +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.
Contacts:
    Michael Grabicki
    Phone +49-621-60-99938
    Cell: +49-172-749-1891
    Fax +49-621-60-92693
     michael.grabicki@basf.com
    US media:
    Timothy Andree
    Phone: +1-973-245-6078
    Fax: +1-973-245-6715
     andreet@basf.com
    Analysts/Investors:
    Magdalena Moll
    Phone: +49-621-60-48002
    Fax: +49-621-60-22500
     magdalena.moll@basf.com
Web site: http://www.basf.com

Contact:

Michael Grabicki, +49-621-60-99938, or mobile: +49-172-749-1891, or
Fax: +49-621-60-92693, michael.grabicki@basf.com, or US media:
Timothy Andree, +1-973-245-6078, or Fax: +1-973-245-6715,
andreet@basf.com or Investors: Magdalena Moll, +49-621-60-48002, or
Fax:
+49-621-60-22500, or magdalena.moll@basf.com

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

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