Engelhard Rejects BASF Offer [Feb. 2, 2006]

Feb 2, 2006 | Contact Author | By: Rachel Chapman
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Title: Engelhard Rejects BASF Offer [Feb. 2, 2006]
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The Board of Directors of Engelhard Corporation announced it has unanimously rejected BASF’s unsolicited offer to acquire Engelhard for US$37 per share and strongly recommends that its stockholders not tender their shares at that price. The board also has authorized Engelhard’s management team and independent advisors to explore strategic alternatives to seek to maximize shareholder value, including the possible sale of the company.

“Our Board unanimously determined that BASF’s offer is opportunistic and undervalues Engelhard,” said Barry W. Perry, Engelhard’s chairman and chief executive officer, in a press statement. “We have made significant investments in recent years in both organic growth initiatives and strategic acquisitions. Our business plans reflect that these actions have positioned us to generate strong earnings growth over the next several years.”

In making its determination to reject BASF’s unsolicited offer, Engelhard’s Board of Directors considered a number of factors, including:

  • BASF has publicly indicated that its $37 per share offer includes only “modest synergies.” However, based on precedent transactions in the specialty chemical industry, the Board believes BASF is understating the synergy valuation opportunity in order to buy the company at an opportunistic price.
  • A comparison of the offer to precedent transactions in the specialty chemical industry illustrates that major platforms, comparable with or even slightly smaller in size than Engelhard, have commanded premium valuations.
  • Engelhard has received inquiries from third parties who expressed interest in exploring a transaction with the company.

Moving forward, the board will work together with its financial advisor, Merrill Lynch, to evaluate the company’s options and determine the course of action it believes is in the best interests of all its stockholders.