UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant o |
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(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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(1) |
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Title of each class of securities to which
transaction applies: |
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(2) |
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Aggregate number of securities to which transaction
applies: |
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(3) |
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined): |
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(4) |
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Proposed maximum aggregate value of transaction: |
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(5) |
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Total fee paid: |
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(2) |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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(4) |
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Date Filed: |
News Release
BASF considers all options |
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April 26, 2006 |
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P 230/06e |
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> BASFs all-cash bid provides greater value and |
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Michael Grabicki |
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certainty than Engelhards proposal |
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Phone: |
+49 621 60-99938 |
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Cell: |
+49 172 74-91891 |
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Ludwigshafen, Germany, April 26, 2006 BASF is considering all its options after Engelhards Board of Directors rejected an increased cash offer of $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 Engelhards proposed transaction, BASF continues to believe that its fully financed, all-cash offer provides higher value and greater certainty to Engelhards stockholders over and above that achievable through the Engelhard partial share buyback plan. BASFs offer would provide cash to Engelhards stockholders for 100 percent of their shares within three weeks after reaching a negotiated merger agreement. By contrast, Engelhards proposal carries significantly higher execution, timing and realization risks.
After reviewing non-public information provided by Engelhard, BASF made a $38 per share all-cash offer, conditional on a negotiated transaction. The revised offer was presented to Engelhards Board of Directors on April 19, 2006, together with a proposal for a merger agreement. |
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Fax: |
+49 621 60-92693 |
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michael.grabicki@basf.com |
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US media contact: |
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Timothy Andree |
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Phone: |
973 245-6078 |
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Fax: |
973 245-6715 |
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andreet@basf.com |
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Analysts/Investors contact: |
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Magdalena Moll |
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Phone: |
+49 621 60-48002 |
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Fax: |
+49 621 60-22500 |
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magdalena.moll@basf.com |
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BASF Aktiengesellschaft |
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67056 Ludwigshafen, Germany |
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Phone: |
+49 621 60-0 |
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http://www.basf.com |
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Corporate Media Relations |
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Phone: |
+49 621 60-20916 |
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Fax: |
+49 621 60-92693 |
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presse.kontakt@basf.com |
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As stated during Engelhards investor conference call today, no party participating in Engelhards robust process valued Engelhard at greater than $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.
BASFs current tender offer of $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 worlds 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, BASFs 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 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 www.basf.com. |
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BASF currently intends to solicit proxies for use at Engelhards 2006 annual meeting of stockholders, or at any adjournment or postponement thereof, to vote in favor of BASFs 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 Engelhards 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 |
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revised preliminary proxy statement and related materials for free at the SECs 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 Engelhards 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 SECs 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 BASFs Form 20-F filed with the SEC. |
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