BASF Makes All-Cash Proposal To Acquire Engelhard
BASF Aktiengesellschaft has made an all-cash proposal to acquire all outstanding shares of common stock of Engelhard Corporation, 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) 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. "Engelhard is an excellent enhancement for the BASF portfolio," said Dr. Jürgen Hambrecht, Chairman of the Board of Executive Directors of BASF Aktiengesellschaft. "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."
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 have been rebuffed.
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