BASF Makes 'Final' Offer for Engelhard: $5B, or $39 a Share
Posted on: Thursday, 1 June 2006, 12:00 CDT
By Hugh R. Morley, The Record, Hackensack, N.J.
May 23--BASF raised its offer for Woodbridge-based Engelhard Corp. on Monday to $5 billion.
BASF Chairman Jurgen Hambrecht called his company's $39-a-share tender "our last, best and final offer." It expires at midnight on June 5.
The German company's previous offer was $38 a share.
The announcement came as Engelhard predicted that it will do better than analysts expect in the second quarter. Engelhard develops and produces technologies based on materials, metals and chemicals. Its best-known invention is the catalytic converter, which helps cut vehicle exhaust emissions.
BASF, which revealed its hostile takeover effort in January, initially offered $37 a share, and then raised the offer last month to $38.
So far the offer has attracted tenders for less than 1 percent of Engelhard's shares.
BASF has nominated five director candidates for Engelhard's board in the hope that they will be elected at the company's June 2 annual meeting. If elected, the new members would hold a majority on the nine-member board.
Engelhard has consistently urged shareholders to reject the purchase offer. Three weeks ago, the company said it would buy back about 20 percent of its own stock at $45 a share.
After BASF announced its revised offer Monday, Engelhard released a statement advising shareholders not to take any action. The company said its board of directors would evaluate the offer.
Engelhard on Monday said it expects to report earnings per share of 48 to 52 cents in the second quarter. The figure would have been higher by 14 cents but for expenses related to BASF's hostile takeover attempt, Engelhard said.
The combined figure tops the consensus of 56 cents from six analysts surveyed by Thomson First Call.
Barry W. Perry, chairman and chief executive officer, said the company projection demonstrates "that the significant investments we made in recent years in both organic growth initiatives and strategic acquisitions are clearly paying off."
The company said it expects full-year earnings per share for 2006 to be from $2.20 to $2.27.
Engelhard shares closed at $38.38, down 8 cents.
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Source: The Record - Hackensack, New Jersey
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