Wednesday, January 25, 2006

Jones Lang LaSalle

Engelhard board rejects BASF bid

BY STEVE LEVINE AND MIKE ESTERL
DOW JONES NEWSWIRES

DALLAS -- The board of specialty chemicals company Engelhard Corp. on Monday rejected a $4.9 billion hostile bid by the German-based chemical giant BASF and said it was exploring a sale.

BASF, the world's largest chemical company by sales, had offered $37 a share for Iselin-based Engelhard.

BASF, which has its North American headquarters in Florham Park, launched the unsolicited bid Jan. 4, about two weeks after starting talks with Engelhard.

When Engelhard rebuffed the courtship, BASF went public with an offer that was a 23 percent premium over Engelhard's share price at the time of $30.15.

BASF said it might raise the offer by another $1 a share if Engelhard's management agreed to meet and "demonstrate value in addition to that discernible from the publicly available information" on the company.

Traders bet that Engelhard's shares were worth more, bidding the price above $39. On Monday, Engelhard's shares rose 13 cents to close at $39.71.

In response, Engelhard released a statement to its shareholders suggesting that they take no action until the company's board studied the offer and issued a formal reply.

In a statement issued after the close of trading Monday, Engelhard said, "The offer does not fully reflect the stand-alone value of Engelhard."

BASF previously said that whatever Engelhard decided, it would go forward with its bid.
The offer would represent the largest acquisition for BASF, eclipsing its $3.8 billion takeover of American Cyanamid in July 2000.


The purchase also would increase BASF's footprint in the United States, where it trails Dow Chemical Co. and DuPont Co. in market share.

Engelhard booked $3.33 billion in revenue in the first nine months of 2005 and is a leading supplier of chemical catalysts -- an area in which BASF said it is eager to expand.

Catalysts are substances that can accelerate and alter chemical processes and are used in a wide variety of applications, from emissions control and manufacturing to the production of medications.

BASF, which posted $36.74 billion in revenue for the first nine months of 2005, last month it said it is interested in acquiring the construction-chemicals division of Germany's Degussa. BASF said talks were continuing with Degussa.

BASF shares rose $1.54, or 2.1 percent, to close at $76.19 on Monday.