Schedule 14A Proxy Statement
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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o Confidential,
for Use of the Commission Only (as permitted by
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Additional Materials
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ENGELHARD
CORPORATION
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(Name
of Registrant as Specified In Its Charter)
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ENGELHARD
CORPORATION
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(Name
of Person(s) Filing Proxy Statement, if other than
Registrant)
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Engelhard
Comments on BASF Announcement
ISELIN,
N.J., January 27, 2006 — Engelhard Corporation (NYSE: EC), one of the largest
surface and materials science companies in the world, today issued the following
statement in response to BASF’s (NYSE: BF) announcement that it has nominated
two candidates for election to the Engelhard Board of Directors at the company’s
2006 Annual Meeting of stockholders:
“On
January 23, 2006, the Engelhard Board of Directors rejected BASF’s unsolicited
tender offer as inadequate and authorized the management team to explore
strategic alternatives, including the sale of the company, to seek to maximize
stockholder value. Based on conversations with our stockholders and in light
of
the fact that Engelhard’s common shares have consistently traded in substantial
volumes above BASF’s $37 per share offer price since the day BASF publicly
announced its intention to commence a tender offer, we believe that the market
concurs with our Board’s assessment.
“The
Board asks Engelhard stockholders to support its efforts to maximize value
by
taking no action at this time with respect to BASF’s potential proxy
solicitation and outstanding tender offer. Given the company’s unique market
position and attractive growth opportunities, the Board believes that the
process we have embarked on could deliver higher value to stockholders than
BASF’s Offer.”
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
press release may contain 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 to be materially different from those suggested or described in
this
document. These risks, uncertainties and contingencies include those set
forth
in Engelhard’s Annual Report on Form 10-K, and other factors detailed from time
to time in its other filings with the Securities and Exchange Commission
(the
“SEC”). Engelhard does not undertake any obligation to update or advise upon any
such forward-looking statements to reflect events or circumstances after
the
date of this press release or to reflect the occurrence of unanticipated
events.
Additional
Information and Where To Find It
This
announcement does not constitute an offer or invitation to purchase any
securities. In connection with the proposed transaction, BASF filed a Tender
Offer Statement on Schedule TO on January 9, 2006 and amended it on January
18,
2006. Engelhard has filed certain materials with the SEC, including a
Solicitation/Recommendation Statement on Schedule 14D-9. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THESE MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the
offer
materials and other documents filed by Engelhard or BASF with the SEC at
the
SEC’s website at http://www.sec.gov. In addition, investors and security holders
may obtain a free copy of the Solicitation/Recommendation Statement, as well
as
Engelhard’s related filings with the SEC, from Engelhard by directing a request
to Engelhard Corporation, 101 Wood Avenue, Iselin, New Jersey 08830, Attention:
Investor Relations or at 732-205-5000.
Copies
of
the company’s letter to stockholders and Schedule 14D-9 may also be obtained
from MacKenzie Partners, Inc. by calling 1-800-322-2885 toll free or at
1-212-929-5500 collect or by e-mail at Engelhard@mackenziepartners.com
SOURCE:
Engelhard Corporation
Media:
Engelhard
Corp.
Ted
Lowen, 732-205-6360
or
Investor
Relations:
Engelhard
Corp.
Gavin
A.
Bell, 732-205-6313
or
Joele
Frank, Wilkinson Brimmer Katcher
Dan
Katcher / Eden Abrahams, 212-355-4449