1 June 2006

Germany’s BASF Aktiengesellschaft announced that it signed a definitive acquisition agreement with Engelhard Corporation. According to the agreement, Engelhard will recommend that Engelhard shareholders tender their shares to BASF in exchange for $39 per share in cash. Engelhard will withdraw its $45 per share self-tender offer for 20% of the company’s shares.

The transaction will have a total net equity value of approximately $5.0 billion and a total enterprise value of approximately $5.6 billion including net debt, making it the largest acquisition in BASF history.

BASF announced the intent to acquire Engelhard in January. Two previous BASF offers, for $37 and for $38 per share, were rejected by Engelhard.

Engelhard pioneered the development of emission control catalysts for gasoline cars in the 1970’s, and has been a leading supplier of emission catalysts for both gasoline and diesel applications.

Source: BASF | Engelhard