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BASF SE

BASF Raises Offer to Engelhard Shareholders to US$39 Per Share

Ludwigshafen, Germany (ots/PRNewswire)

- BASF CEO Hambrecht: 'This is our last, best and final offer.'
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 US$39 per share from its previous
offer of US$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 US$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tendered into the offer and not withdrawn.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
EUR42.7 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 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 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 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
    Cell:   +49-172-749-18-91
    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
    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
     presse.kontakt@basf.com
Web site:  http://www.basf.com

Contact:

Michael Grabicki, +49-621-60-99938, Cell +49-172-749-18-91, 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; or BASF Aktiengesellschaft,
+49-621-60-0, Corporate Media Relations, +49-621-60-20710, Fax
+49-621-60-92693, presse.kontakt@basf.com

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

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