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[January 2006]
BASF Commences Offer for Engelhard
BASF AG (Ludwigshafen, Germany) announced on 9 January 2006 that it was commencing a cash tender offer for all of the outstanding shares of common stock of Engelhard Corporation (USA) for US$37.00 net per share.
The price represents a 23% premium above the 20 December 2005 closing price of Engelhard's stock (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 as of 20 December and a 23% premium above the 30 December 2005 closing price.
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 12am New York City time on 6 February 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.
In 2004, BASF had approximately 82,000 employees and posted sales of more than 37 billion euro.
www.corporate.basf.com
ENDS