2006年1月4日
BASF Aktiengesellschaft, the world’s leading chemical company, has made an all-cash proposal to acquire all outstanding shares of common stock of Engelhard Corporation, Iselin, New Jersey, USA, a Fortune 500 company and leading 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.
通过收购恩格哈德（Engelhard），巴斯夫将在动态增长的催化剂市场中成为全球领先的提供商。巴斯夫Aktiengesellschaft执行董事会主席JürgenHambrecht博士说：“恩格哈德（Engelhard）是巴斯夫投资组合的绝佳增强。”“通过结合两家公司的研发活动，巴斯夫将为催化剂创建独特的全球技术平台，并发挥进一步的增长和创新潜力。”
该提案反映了巴斯夫认为是对恩格哈德股东带来重大价值的机会：比恩格哈德当前的股票价格合理的溢价；以及完全融资的全现金交易，没有根据当前知识预期的重大监管障碍。
“We believe that our all-cash proposal provides a compelling opportunity to achieve significant value for Engelhard’s stockholders,” said Dr. Hambrecht. “We hope that Engelhard’s Board and management will recognize this opportunity as well as the benefits for Engelhard’s employees. We look forward to continuing and strengthening business relations with Engelhard’s customers.”
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. Following Engelhard’s refusal to enter into a dialogue with BASF, BASF earlier today a letter to Engelhard’s Board of Directors.