- BASF proposes nominees for a majority of the Engelhard Board of
Directors LUDWIGSHAFEN, Germany, May 1 /PRNewswire-FirstCall/ --
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 $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 buyback. 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.
Nominee Biographies 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 http://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 http://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 defined therein). 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
http://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. Michael
Grabicki Phone: +49 621 60-99938 Cell: +49 172 749 18 91 Fax: +49
621 60-92693 US media contact: Rand Pearsall Phone: +1 973 245 6820
Cell: +1 973 626 1786 Fax: +1 973 245 6714 Analysts/Investors
contact: Magdalena Moll Phone: +49 621 60-48002 Fax: +49 621
60-22500 DATASOURCE: BASF CONTACT: Michael Grabicki,
+49-621-60-99938, or cell, +49-172-749-18-91, or fax,
+49-621-60-92693, or , or US media contact: Rand Pearsall,
+1-973-245-6820, or cell, +1-973-626-1786, or fax, +1-973-245-
6714, or , or Analysts/Investors contact: Magdalena Moll
+49-621-60-48002, or fax, +49-621-60-22500, or , all of BASF Web
site: http://www.basf.com/
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