09 January 2006 10:39 [Source: ICIS news]
LONDON (ICIS news)--BASF launched on Monday its hostile takeover bid for US specialty chemicals company Engelhard.
The $37 per share cash tender offer values the catalysis and surface finishing company at $4.9bn (Euro4bn).
BASF said the offer represents a 23% premium above the 20 December 2005 closing price of Engelhard stock of $30.05/share (the last trading day before it submitted its first proposal to Engelhard in writing. The bid is 30% higher than Engelhard's 90-day average share price of $28.42 as of 20 December, added BASF.
The tender offer, made after top management at BASF and Engelhard failed to agree terms for an amicable takeover, is scheduled to expire at 12:00 hours New York City time (17:00 hours GMT) on 6 February.
BASF said the offer will be conditional upon acceptance by a majority of Engelhard’s shares on a fully diluted basis. Other conditions include Engelhard’s board taking all necessary actions to make its shareholder rights plan and the supermajority voting provisions in its certificate of incorporation inapplicable to BASF’s offer, receipt of necessary regulatory approvals, and other customary conditions.
Engelhard management has asked shareholders to “take no action at this time” on the bid. Engelhard's board plans to meet to review BASF's proposal and will make a recommendation to stockholders in due course, the US company said.
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