BASF Extends and Increases All-Cash Tender Offer to US$38 per Share
Geschrieben am 01-05-2006
Ludwigshafen, Germany (ots/PRNewswire) -
- BASF proposes nominees for a majority of the Engelhard Board of
BASF Aktiengesellschaft (Frankfurt: BAS, NYSE: BF [ADR], LSE: BFA,
SWX: AN) today announced that, through its wholly owned subsidiary,
Iron Acquisition Corporation, it has extended the expiration date of
its tender offer with the Securities and Exchange Commission (SEC) to
5:00 p.m., New York City time, on June 5, 2006. BASF has also
increased the cash price being offered to shareholders in BASF's
tender offer for 100 percent of Engelhard's outstanding shares to
US$38 per share. The tender offer had previously been scheduled to
expire at 5:00 p.m., New York City time, on Friday, April 28, 2006.
"BASF believes that its offer for all of Engelhard's shares
provides greater value and more certainty to Engelhard's shareholders
than what may be achievable through the Engelhard leveraged
recapitalization and 20 percent share buyback," said Dr. Jurgen
Hambrecht, Chairman of the Board of Executive Directors of BASF
Aktiengesellschaft. "Our offer allows Engelhard's shareholders to
maximize value today and without risk, instead of waiting and hoping
for a highly leveraged Engelhard to deliver on its promises."
"Merging Engelhard's business with BASF will create a leading
global player in the catalyst and pigments business. Building on the
expertise of Engelhard's employees, we will be able to offer new and
superior solutions to our customers and develop new markets
worldwide," added Hambrecht.
BASF intends to nominate a total of five directors for election to
Engelhard's Board of Directors at Engelhard's upcoming Annual Meeting
on June 2, 2006, in response to Engelhard's announced plan to expand
the Engelhard Board by three members to a total of nine members
effective at the Annual Meeting. Two out of these five proposed
nominees would replace two of Engelhard's existing Board members
whose terms expire at the Annual Meeting. The other three nominees
would fill the vacancies created by the expansion of the Board. If
elected, the BASF nominees would constitute a majority of the
nine-member Board and have the power, subject to exercise of their
fiduciary duties, to facilitate the BASF tender offer and terminate
Engelhard's proposed leveraged recapitalization and 20 percent share
BASF has previously nominated Julian A. Brodsky and John C.
Linehan to serve on the Engelhard Board of Directors. BASF's three
new nominees are Arthur M. de Graffenried III, William T. Vinson and
Stanford S. Warshawsky. "Each of the BASF nominees is highly
qualified to serve on the Engelhard Board and will act in accordance
with their fiduciary duties to maximize value for the Engelhard
shareholders. Clearly, we believe that this will lead them to
facilitate the BASF offer and terminate Engelhard's proposed
leveraged recapitalization and 20 percent share buyback. When the
Engelhard shareholders elect our nominees, they will have spoken in
favor of that result," said Dr. Hambrecht. "If Engelhard's
shareholders don't vote in favor of our nominees, we will allow our
tender offer to expire on June 5 and turn our attention to other
opportunities," added Hambrecht.
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 April 28,
2006, a total of 654,238 shares of Engelhard common stock had been
tendered into the offer and not withdrawn. As a consequence of the
extension of the expiration date, holders of Engelhard common stock
may tender their shares until 5:00 p.m., New York City time, on June
5, 2006, unless the offer is further extended.
BASF reserves the right to conduct a consent solicitation to
expand the size of Engelhard's Board to twelve and elect six BASF
nominees to the resulting vacancies if BASF determines that it would
be advisable to do so to ensure that Engelhard shareholders have the
unfettered opportunity to choose between BASF's all-cash offer and
Engelhard's leveraged recapitalization and 20 percent share buyback
on a timely basis.
Julian A. Brodsky
Mr. Brodsky is a founder and, since 2004, has served as
non-executive Vice Chairman of Comcast Corporation, a leading
provider of cable, entertainment and communications products and
services in the United States. Prior to that he served as Comcast's
Executive Vice President, Senior Vice President, Chief Financial
Officer and Vice Chairman. From 1999 to 2004, he also served as
Chairman of Comcast Interactive Capital, an in-house venture fund.
Currently, Mr. Brodsky serves as a Director of the RBB Fund Inc., a
mutual fund, and as a member of the Board of Directors of Amdocs
Limited, a technology company. Mr. Brodsky is a certified public
accountant and a graduate of the Wharton School of Finance and
Commerce of the University of Pennsylvania.
John C. Linehan
Mr. Linehan is currently a member of the Board of Directors of
Pacific Energy Partners, L.P., a company engaged principally in the
business of gathering, transporting, storing, and distributing crude
oil, refined products and related products in California and the
Rocky Mountain region. In 2001 and 2002, Mr. Linehan served as
Chairman and CEO of Texaco Refining & Marketing (East) Inc. and,
before that, as Executive Vice President and Chief Financial Officer
of Kerr-McGee Corporation, a global energy company based in Oklahoma
City and a leader in oil and natural gas exploration and production,
from which he retired in 1999. Mr. Linehan has also served as
Chairman of the Finance Committee of the American Petroleum Institute
and as a member of the Board of Directors of Tom Brown, Inc. until
its acquisition by EnCana Corporation in 2004. Mr. Linehan is a
member of both the American Institute of Certified Public Accountants
and the Oklahoma Society of Certified Public Accountants.
Mr. Arthur M. de Graffenried III
Mr. de Graffenried has over thirty years general management
experience in the financial services industry, derived from his
service as an international executive with Citigroup. Mr. de
Graffenried retired in 2004 as a Managing Director at Citigroup,
where he worked in both the Company's New York and London offices.
During his tenure at Citigroup he held a variety of executive
management positions including Chief Executive Officer of Saudi
American Bank, Country Corporate Officer in Japan, Chairman of
Citicorp's Debt Restructuring Committee, and member of Citicorp's
Operating Committee. Mr. de Graffenried is on the board of several
non-profit organizations including American Near East Refugee Aid,
the Roundabout Theater Company, and Boys Hope Girls Hope. Mr. de
Graffenried received his A.B. in Political Science, his Juris
Doctorate from St. Louis University and his Masters in Public and
International Affairs from the University of Pittsburgh.
Mr. William T. Vinson
Mr. Vinson has over twenty years experience as a corporate
attorney for Lockheed Martin. Mr. Vinson served as Vice President and
Chief Counsel at Lockheed Martin Corporation from 1995 until his
retirement in 1998. He was also Vice President-Secretary and
Assistant General Counsel of Lockheed Corporation from 1990-1992.
Before joining Lockheed, Mr. Vinson worked as a trial attorney for
Phillips Petroleum Company, and prior to that was a member of the Air
Force Judge Advocate General Corps. Mr. Vinson is currently Chairman
of the Board of Directors of Siemens Government Services, Inc. and
Chairman of the Board of Westminster Free Clinic. Mr. Vinson received
his undergraduate degree from the United States Air Force Academy and
his Doctorate of Jurisprudence from the U.C.L.A. School of Law.
Mr. Stanford S. Warshawsky
Mr. Warshawsky has over twenty years experience in the investment
advisory field. Since 2003, Mr. Warshawsky has served as Chairman of
Bismarck Capital, LLC, an investment banking firm. Prior to this, Mr.
Warshawsky was a Director from 1977-2003, and Co-President from
1994-2003, of Arnhold and S. Bleichroeder Holdings, Inc. From
1994-2003, Mr. Warshawsky was Chairman of the Board of Directors of
First Eagle Funds, a registered investment company. Mr. Warshawsky is
currently Vice-Chairman of the Arthur F. Burns Fellowship Program,
which fosters greater understanding of U.S./German relations among
future leaders of the news media, and serves as a member of the Board
of Directors of the American Council on Germany and of the
German-American Chamber of Commerce. He previously served as Chairman
of the Board of Directors at Arnhold and S. Bleichroeder U.K., Ltd,
and as a member of the Boards of Enzo Biochem, Inc., General
Ceramics, Inc., and Leybold Inficon, Inc. Mr. Warshawsky served two
terms on the Nominating Committee of the New York Stock Exchange and
as Chairman of the Nominating Committee in 1999. He also served as an
Exchange Official for the American Stock Exchange. Mr. Warshawsky
received a Bachelor of Business Administration from the University of
Michigan and a Juris Doctorate from the University of Virginia School
of Law. Mr. Warshawsky is a member of the New York State and the
Virginia State Bar Associations.
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 42.7
billion euros. 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.
BASF currently intends 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 this press release and 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, in addition to BASF and its nominees
for election to the Engelhard Board of Directors described in this
press release, 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 revised preliminary proxy
statement on Schedule 14A that BASF filed with the SEC on February
27, 2006. None of Mr. de Graffenried, Mr. Vinson or Mr. Warshawsky
has any direct or indirect interests in the solicitation other than
interests of a substantially similar nature to those described in the
revised preliminary proxy statement on Schedule 14A that BASF filed
with the SEC on February 27, 2006 with respect to the Nominees (as
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.
US media contact:
Web site: http://www.basf.com
ots Originaltext: BASF Aktiengesellschaft
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