Engelhard Corp. - Schedule 14A - 05/22/06
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
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ENGELHARD
CORPORATION
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(Name
of Registrant as Specified In Its Charter)
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Registrant)
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On
May
22, 2006, the Company issued the following press releases.
Engelhard
Says Second-Quarter Results to Exceed Analysts'
Expectations
ISELIN,
N.J., May 22, 2006 (BUSINESS WIRE) -- Engelhard Corporation (NYSE: EC) announced
today that it expects second-quarter earnings to exceed the current consensus
of
analysts' expectations driven by strong performances across its technology
segments and Ventures and Materials Services groups.
The
company said it expects to report second-quarter net earnings per share in
the
range of 48 to 52 cents, which includes approximately 11 cents of expenses
and
approximately 3 cents of share dilution due to the impact of BASF's unsolicited
tender offer. The current consensus of analysts' expectations for the quarter
is
57 cents.
The
projected second-quarter results reflect year-over-year growth in revenues,
operating earnings and operating margins (excluding substrates) in the company's
technology segments.
"Our
expected solid second-quarter performance, which follows two previous quarters
of strong results, demonstrates that the significant investments we made in
recent years in both organic growth initiatives and strategic acquisitions
are
clearly paying off," said Barry W. Perry, chairman and chief executive officer.
"Our earnings over the current and previous two periods reflect three
consecutive quarters of double-digit growth from our technology segments, which
puts us on track to achieve the growth inherent in our business plan."
Engelhard
said it is comfortable with the current range of analysts' estimates for 2006,
which is $2.20 to $2.27, excluding the costs associated with BASF's unsolicited
offer. The company expects continued double-digit earnings growth from its
technology segments, strong cash-flow generation and a 13% return on average
capital in the current year.
"Our
people continue to generate excellent results despite the distractions
associated with BASF's hostile takeover campaign," Mr. Perry said. "I'm
extremely proud of Engelhard employees around the world who have proven they
can
operate and deliver results in any environment."
Engelhard
Corporation is a surface and materials science company that develops
technologies to improve customers' products and processes. A Fortune 500
company, Engelhard is a world-leading provider of technologies for
environmental, process, appearance and performance applications. For more
information, visit Engelhard on the Internet at www.engelhard.com.
Forward-Looking
Statements. This announcement contains forward-looking statements. These
statements relate to analyses and other information that are based on forecasts
of future results and estimates of amounts not yet determinable. These
statements also relate to future prospects, developments and business
strategies. These forward-looking statements are identified by their use of
terms and phrases such as "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "plan," "predict," "project," "will" and similar
terms and phrases, including references to assumptions. These forward-looking
statements involve risks and uncertainties, internal and
external,
that may cause Engelhard's actual future activities and results of operations
to
be materially different from those suggested or described in this announcement.
For a more thorough discussion of these factors, please refer to
"Forward-Looking Statements" on page 6 of Engelhard's definitive proxy
statement, dated May 12, 2006 and "Forward-Looking Statements" (excluding the
first sentence thereof), "Risk Factors" and "Key Assumptions" on pages 34,
35
and 38, respectively, of Engelhard's 2005 Annual Report on Form 10-K, dated
March 3, 2006. Please also refer to "Forward-Looking Statements" and "Key
Assumptions" contained in the investor presentation captioned "Recapitalization
Plan" filed as an exhibit on Form 8-K, dated April 26, 2006, and
"Forward-Looking Statements" in the Offer to Purchase filed as an exhibit to
Schedule TO, dated May 5, 2006, for additional information regarding such risks,
uncertainties and contingencies.
Investors
are cautioned not to place undue reliance on any forward-looking statement,
which speaks only as of the date made, and to recognize that forward-looking
statements are predictions of future results, which may not occur as
anticipated. Actual results could differ materially from those anticipated
in
the forward-looking statements and from historical results due to the risks
and
uncertainties described above, as well as others that Engelhard may consider
immaterial or do not anticipate at this time. The foregoing risks and
uncertainties are not exclusive and further information concerning Engelhard
and
its businesses, including factors that potentially could materially affect
its
financial results or condition, may emerge from time to time. Investors are
advised to consult any further disclosures Engelhard makes on related subjects
in Engelhard's future periodic and current reports and other documents that
Engelhard files with or furnishes to the Securities and Exchange Commission
("SEC").
No
Offer
or Solicitation. Engelhard announced a self-tender offer on April 26, 2006
and
commenced the self-tender offer on May 5, 2006. This announcement does not
constitute an offer or invitation to purchase nor a solicitation of an offer
to
sell any securities of Engelhard. Any offers to purchase or solicitation of
offers to sell will be made only pursuant to the tender offer statement
(including an offer to purchase, a letter of transmittal and other offer
documents) filed by Engelhard ("Engelhard's Tender Offer Statement") on Schedule
TO with the SEC on May 5, 2006. Engelhard's shareholders are advised to read
Engelhard's Tender Offer Statement and any other documents relating to the
tender offer that are filed with the SEC carefully and in their entirety because
they will contain important information.
Additional
Information and Where to Find It. Engelhard's shareholders are advised to read
Engelhard's definitive proxy statement dated May 12, 2006 and other documents
filed by Engelhard Corporation carefully and in their entirety because they
contain important information. Copies of the definitive proxy statement and
other documents may be obtained from Mackenzie Partners, Inc. at 105 Madison
Avenue, New York, New York, 10016; Phone: 212-929-5500 (call collect) or
Toll-Free (800) 322-2885.
SOURCE:
Engelhard Corporation
Engelhard
Corp.
Media:
Ted
Lowen, 732-205-6360
OR
Investor
Relations:
Gavin
A.
Bell, 732-205-6313
Ref.
#C1453
OR
Joele
Frank, Wilkinson Brimmer Katcher
Dan
Katcher/Eden Abrahams, 212-355-4449
Contacts
Media
Ted
Lowen, Engelhard Corp.
732-205-6360
Investor
Relations
Gavin
A.
Bell, Engelhard Corp.
732-205-6313
Ref.
#C1454
or
Dan
Katcher / Eden Abrahams
Joele
Frank, Wilkinson Brimmer
Katcher
212-355-4449
Engelhard
Corporation
101
Wood
Avenue, P.O. Box 770
For
immediate
release
Iselin,
NJ 08830
ENGELHARD
ADVISES SHAREHOLDERS TO DEFER TAKING ANY ACTION AT THIS TIME
IN
RESPONSE TO BASF REVISED OFFER
ISELIN,
NJ, May 22, 2006
- The
Board of Directors of Engelhard Corporation (NYSE:EC), one of the largest
surface and materials science companies in the world, in response to BASF’s (BF)
announcement that it has revised the terms of its tender offer for all the
outstanding shares of Engelhard, advised its shareholders to take no action
at
this time. Engelhard’s Board of Directors, consistent with its fiduciary duties,
will meet to review and discuss BASF’s revised $39.00 per share tender offer and
will make its recommendation to Engelhard shareholders shortly.
Merrill
Lynch & Co. is acting as financial advisor to Engelhard and Cahill Gordon
& Reindel LLP and Wachtell, Lipton, Rosen & Katz are acting as legal
advisors.
Engelhard
Corporation is a surface and materials science company that develops
technologies to help customers improve their products and processes. A
Fortune
500
company,
Engelhard is a world-leading provider of technologies for environmental,
process, appearance and performance applications. For more information, visit
Engelhard on the Internet at www.engelhard.com.
Forward-Looking
Statements. This
announcement contains forward-looking statements. These statements relate to
analyses and other information that are based on forecasts of future results
and
estimates of amounts not yet determinable. These statements also relate to
future prospects, developments and business strategies. These forward-looking
statements are identified by their use of terms and phrases such as
"anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan,"
"predict," "project," "will" and similar terms and phrases, including references
to assumptions. These forward-looking statements involve risks and
uncertainties, internal and external, that may cause Engelhard's actual future
activities and results of operations to be materially different from those
suggested or described in this announcement. For a more thorough discussion
of
these factors, please refer to "Forward-Looking Statements" on page 6 of
Engelhard's definitive proxy statement, dated May 12, 2006 and "Forward-Looking
Statements" (excluding the first sentence thereof), "Risk Factors" and "Key
Assumptions" on pages 34, 35 and 38, respectively, of Engelhard's 2005 Annual
Report on Form 10-K, dated March 3, 2006. Please also refer to "Forward-Looking
Statements" and "Key Assumptions" contained in the investor presentation
captioned "Recapitalization Plan" filed as an exhibit on Form 8-K, dated April
26, 2006, and "Forward-Looking Statements" in the Offer to Purchase filed as
an
exhibit to Schedule TO, dated May 5, 2006, for additional information regarding
such risks, uncertainties and contingencies.
Investors
are cautioned not to place undue reliance on any forward-looking statement,
which speaks only as of the date made, and to recognize that forward-looking
statements are predictions of future results, which may not occur as
anticipated. Actual results could differ materially from those anticipated
in
the forward-looking statements and from historical results due to the risks
and
uncertainties described above, as well as others that Engelhard may consider
immaterial or do not anticipate at this time. The foregoing risks and
uncertainties are not exclusive and further information concerning Engelhard
and
its businesses, including factors that potentially could materially affect
its
financial results or condition, may emerge from time to time. Investors are
advised to consult any further disclosures Engelhard makes on related subjects
in Engelhard's future periodic and current reports and other documents that
Engelhard files with or furnishes to the Securities and Exchange Commission
("SEC").
No
Offer or Solicitation.
Engelhard announced a self-tender offer on April 26, 2006 and commenced the
self-tender offer on May 5, 2006. This announcement does not constitute an
offer
or invitation to purchase nor a solicitation of an offer to sell any securities
of Engelhard. Any offers to purchase or solicitation of offers to sell will
be
made only pursuant to the tender offer statement (including an offer to
purchase, a letter of transmittal and other offer documents) filed by Engelhard
("Engelhard's Tender Offer Statement") on Schedule TO with the SEC on May 5,
2006. Engelhard's shareholders are advised to read Engelhard's
Tender
Offer Statement and any other documents relating to the tender offer that are
filed with the SEC carefully and in their entirety because they will contain
important information.
Additional
Information and Where to Find It.
Engelhard's shareholders are advised to read Engelhard's definitive proxy
statement dated May 12, 2006 and other documents filed by Engelhard Corporation
carefully and in their entirety because they contain important information.
Copies of the definitive proxy statement and other documents may be obtained
from Mackenzie Partners, Inc. at 105 Madison Avenue, New York, New York, 10016;
Phone: 212-929-5500 (call collect) or Toll-Free (800) 322-2885.
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