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BASF Makes All-Cash Proposal To Acquire Engelhard; BASF Intends To Offer US$37.00 Per Share For a Total of US$4.9 Billion; Acquisition Would Make BASF a Leading Provider in the Global Catalyst Business.


LUDWIGSHAFEN, Germany -- BASF BASF Bar Association of San Francisco (since 1872; San Francisco, California)
BASF Badische Anilin und Soda Fabrik (German chemical products company)
BASF Builders Association of South Florida
 Aktiengesellschaft (FWB (Fixed Wireless Broadband) See fixed wireless. : BAS BAS
abbr.
1. Bachelor of Agricultural Science

2. Bachelor of Applied Science
, NYSE NYSE

See: New York Stock Exchange
: BF (ADR ADR - Astra Digital Radio ), LSE LSE - Language Sensitive Editor : BFA, SWX: AN), the world's leading chemical company has made an all-cash proposal to acquire all outstanding shares of common stock of Engelhard Corporation (NYSE: EC), Iselin, New Jersey Iselin (pronounced IZ-lin) is a census-designated place and unincorporated area within Woodbridge Township, in Middlesex County, New Jersey, United States. As of the United States 2000 Census, the CDP population was 16,698. , USA, a Fortune 500 company and leading supplier of goods for catalysis and surface finishing, for US$37.00 per share or an aggregate of US$4.9 billion. This price represents a 23% premium above the December 20, 2005 closing price of Engelhard's stock of US$30.05 and a 30% premium over Engelhard's 90-day average share price (VWAP VWAP

The volume-weighted average price.
) of US$28.42 as of December 20, 2005. This price also represents a premium to Engelhard's 2005 year-end closing price of US$30.15 and to the four-year-high closing price of US$32.49 achieved on July 14, 2004.

By acquiring Engelhard, BASF would become a leading provider worldwide in the dynamically growing catalyst market. By combining the R&D activities of both companies, BASF would create a unique global technology platform for catalysts and open up further growth and innovation potential.

The proposal reflects what BASF believes is an opportunity for significant value for Engelhard's stockholders: a robust premium over Engelhard's current stock price; and a fully financed, all-cash transaction with no significant regulatory hurdles anticipated based on present knowledge.

BASF has made efforts to negotiate a friendly transaction with Engelhard's Board of Directors and management. BASF has said that its team is prepared to meet with the Engelhard team to see whether Engelhard can demonstrate value in addition to that discernible from the publicly available information that might enable BASF to increase the price that it proposes to pay for Engelhard by US$1.00 per share. These efforts were rebuffed.

BASF expects to commence a tender offer for all of Engelhard's shares of common stock shortly, which will be filed with the Securities and Exchange Commission (SEC) together with all relevant tender offer documentation. The offer will be subject to customary conditions, including that a majority of Engelhard's shares of common stock, on a fully diluted basis, are tendered into BASF's offer, and that Engelhard's board take all necessary actions to make its shareholder rights plan and the supermajority Supermajority

A corporate amendment in a company's charter requiring a large majority (anywhere from 67%-90%) of shareholders to approve important changes, such as a merger.
 voting provisions in its certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof.  inapplicable to BASF's offer. BASF's proposal is not subject to any financing condition.

Emittent:BASF Aktiengesellschaft, Carl-Bosch-Strasse 38, D-67056 Ludwigshafen ISIN Isin (ĭs`ĭn), capital of an ancient Semitic kingdom of N Babylonia. The city became important after the third dynasty of Ur fell to the Elamites and the Amorites (c.2025 B.C.). The phase from c.2025–c.1763 B.C. :DE 0005151005; DE 0008846718; DE 000A0EUB86

Listed: Amtlicher Markt in Frankfurt (Prime-Standard), Dusseldorf, Berlin- Bremen, Hamburg, Munchen, Stuttgart; Schweizer Borse; London Stock Exchange London Stock Exchange

London marketplace for securities. It was formed in 1773 by a group of stockbrokers who had been doing business informally in local coffeehouses.
; New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.


This 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. The proposed tender offer for the outstanding shares of Engelhard common stock described in this release has not commenced. 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 Letter of Transmittal

A document used by security holder to accompany certificates surrendered in an exchange or other corporate action.
 and other offer documents) filed with the Securities and Exchange Commission ("SEC"). 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 release contains forward-looking statements. All statements contained in this 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 release.
January 3, 2006
P 081e
Michael Grabicki
Tel. +49 621 60-99938
Cell: +49.172.749.18.91
Fax +49 621 60-92693
Michael.grabicki@basf.com

US-contact:
Timothy Andree
Phone:973 245-6078
Cell 973 519-5195
Fax973 245-6715
andreet@basf.com

BASF AG
Carl-Bosch-Strasse 38
67056 Ludwigshafen
Deutschland

ISIN: DE0005151005 (DAX)
WKN: 515 100
Listed: Amtlicher Markt in Berlin-Bremen, Dusseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, Munchen und Stuttgart; London; Paris
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:4EUGE
Date:Jan 3, 2006
Words:826
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