28-Apr-2006 - BASF SE

BASF's all-cash bid provides greater value and certainty than Engelhard's proposal

BASF is considering all its options after Engelhard's 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 Engelhard's proposed transaction, BASF continues to believe that its fully financed, all-cash offer provides higher value and greater certainty to Engelhard's stockholders over and above that achievable through the Engelhard partial share buyback plan. BASF's offer would provide cash to Engelhard's stockholders for 100 percent of their shares within three weeks after reaching a negotiated merger agreement. By contrast, Engelhard's 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 Engelhard's Board of Directors on April 19, 2006, together with a proposal for a merger agreement.

As stated during Engelhard's investor conference call, no party participating in Engelhard's 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.

BASF's 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.

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