6-K UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
April 28, 2006
BASF AKTIENGESELLSCHAFT
(Exact name of Registrant as Specified in its Charter)
BASF CORPORATION
(Translation of Registrant's name into English)
Carl Bosch Strasse 38, LUDWIGSHAFEN, GERMANY 67056
(Address of Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual
reports under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
Indicate by check mark whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the
Registrant in connection with Rule 12g3-2(b): 82- .
April 26, 2006
P 230/06e
Michael Grabicki
Phone +49 621 60-99938
Cell: +49 172 749-1891
Fax +49 621 60-92693
michael.grabicki@basf.com
US media:
Timothy Andree
Phone: 973-245-6078
Fax: 973-245-6715
andreet@basf.com
Analysts/Investors:
Magdalena Moll
Phone: +49 621 60-48002
Fax: +49 621 60-22500
magdalena.moll@basf.com
BASF Aktiengesellschaft
67056 Ludwigshafen, Germany
Phone:+49 621 60-0
http://www.basf.com
Corporate Media Relations
Phone: +49 621 60-20710
Fax:: +49 621 60-92693
presse.kontakt@basf.com
BASF considers all options
> BASF's all-cash bid provides greater value and certainty than Engelhard's
proposal
Ludwigshafen, Germany, April 26, 2006 - 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.
Page 2 P230/06e
As stated during Engelhard's investor conference call today, 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.
BASF is the world's leading chemical company: The Chemical Company. Its
portfolio ranges from chemicals, plastics, performance products, agricultural
products and fine chemicals to crude oil and natural gas. As a reliable partner
to virtually all industries, BASF's intelligent system solutions and high-value
products help its customers to be more successful. BASF develops new
technologies and uses them to open up additional market opportunities. It
combines economic success with environmental protection and social
responsibility, thus contributing to a better future. In 2005, BASF had
approximately 81,000 employees and posted sales of more than (euro)42.7 billion.
BASF shares are traded on the stock exchanges in Frankfurt (BAS), London (BFA),
New York (BF) and Zurich (AN). Further information on BASF is available on the
Internet at www.basf.com.
BASF is currently considering whether to solicit proxies for use at Engelhard's
2006 annual meeting of stockholders, or at any adjournment or postponement
thereof, to vote in favor of BASF's nominees identified in the revised
preliminary proxy statement on Schedule 14A filed with the U.S. Securities and
Exchange Commission (the "SEC"), and to vote on any other matters that shall be
voted upon at Engelhard's 2006 annual meeting of stockholders. On February 27,
2006, BASF filed a revised preliminary proxy statement on Schedule 14A with the
SEC in connection with this solicitation of proxies. All Engelhard stockholders
are strongly encouraged to read the revised preliminary proxy statement and the
definitive proxy statement when it is available, because they contain important
information. Engelhard stockholders may obtain copies of the revised preliminary
proxy statement and related materials for free at the SEC's website at
www.sec.gov.
The identity of people who, under SEC rules, may be considered "participants in
a solicitation" of proxies from Engelhard stockholders for use at Engelhard's
2006 annual meeting of stockholders and a description of their direct and
indirect interests in the solicitation, by security holdings or otherwise, are
contained in the revised preliminary proxy statement on Schedule 14A that BASF
filed with the SEC on February 27, 2006.
Page 3 P230/06e
This press release is provided for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell any securities of
Engelhard Corporation. Any offers to purchase or solicitation of offers to sell
will be made only pursuant to the tender offer statement (including the offer to
purchase, the letter of transmittal and other offer documents), which was filed
with the SEC on January 9, 2006. Engelhard stockholders are advised to read
these documents and any other documents relating to the tender offer that are
filed with the SEC carefully and in their entirety because they contain
important information. Engelhard stockholders may obtain copies of these
documents for free at the SEC's website at www.sec.gov or by calling Innisfree
M&A Incorporated, the Information Agent for the offer, at +1 877 750 5837 (Toll
Free from the U.S. and Canada) or 00800 7710 9971 (Toll Free from Europe).
This press release contains forward-looking statements. All statements contained
in this press release that are not clearly historical in nature or that
necessarily depend on future events are forward-looking, and the words
"anticipate," "believe," "expect," "estimate," "plan," and similar expressions
are generally intended to identify forward-looking statements. These statements
are based on current expectations, estimates and projections of BASF management
and currently available information. They are not guarantees of future
performance, involve certain risks and uncertainties that are difficult to
predict and are based upon assumptions as to future events that may not prove to
be accurate.
Many factors could cause the actual results, performance or achievements of BASF
to be materially different from those that may be expressed or implied by such
statements. Such factors include those discussed in BASF's Form 20-F filed with
the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BASF Aktiengesellschaft
Date:April 28, 2006 By: /s/ Elisabeth Schick
------------------------------------
Name: Elisabeth Schick
Title: Director Site Communications
Ludwigshafen and Europe
By: /s/ Christian Schubert
------------------------------------
Name: Christian Schubert
Title: Director Corporate Communications
BASF Group