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
March 13, 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- .
BASF Receives European Anti-Trust Clearance
for Proposed Engelhard Acquisition
LUDWIGSHAFEN, Germany--(BUSINESS WIRE)--March 15, 2006--BASF
Aktiengesellschaft (Frankfurt: BAS, NYSE: BF (ADR), LSE: BFA, SWX: AN)
today announced that it has received clearance from the European
Commission regarding BASF's proposed acquisition of all of the issued
and outstanding shares of common stock of Engelhard Corporation
(NYSE:EC).
BASF is now free under both European Union and U.S. antitrust laws
to proceed with its proposed acquisition of Engelhard. On February 6,
2006, the waiting period under the U.S. Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, applicable to BASF's tender
offer for Engelhard expired.
BASF has also made the regulatory filings required under a number
of other jurisdictions necessary for the consummation of its tender
offer and the company currently anticipates that the necessary
approvals will be obtained, and the related regulatory conditions to
its tender offer will be satisfied within the next month.
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 EUR
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 currently intends 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 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 1, 2006, BASF filed a 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 preliminary proxy statement and the definitive
proxy statement when it is available, because they will contain
important information. Engelhard stockholders may obtain copies of the
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 preliminary proxy statement on Schedule 14A that BASF filed
with the SEC on February 1, 2006.
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.
CONTACT: Michael Grabicki
Phone: +49 621 60-99938
Cell: +49 172 749 18 91
Fax: +49 621 60-92693
michael.grabicki@basf.com
or
US media contact:
Timothy Andree
Phone: 973 245-6078
Cell: 973 519-5195
Fax: 973 245-6715
andreet@basf.com
or
Analysts/Investors contact:
Magdalena Moll
Phone: +49 621 60-48002
Fax: +49 621 60-22500
magdalena.moll@basf.com
BASF Reaches Agreement to Buy Degussa's Construction Chemicals Business
--(BUSINESS WIRE)--
-- Transaction value EUR 2.7 billion for BASF
-- Attractive forward integration for BASF
-- 4 to 5 percent annual growth in global construction chemicals
market
BASF Aktiengesellschaft, Ludwigshafen, reached an agreement with
Degussa AG, Dusseldorf, to acquire Degussa's construction chemicals
business. The purchase price for equity is just under EUR 2.2 billion.
As a result, the transaction value for BASF is EUR 2.7 billion. The
transaction, which still requires approval from the relevant
authorities, is expected to close by the middle of 2006.
"Degussa's construction chemicals unit has an excellent position
in the industry and offers BASF an attractive means of forward
integration in its existing value chain in construction chemicals,"
said Dr. Andreas Kreimeyer, member of the Board of Executive Directors
of BASF Aktiengesellschaft, responsible for the Performance Products
segment. "The acquisition allows us to tap into the growth potential
of the construction chemicals market on a sustainable basis and will
further expand our position in this high-yield industry."
The global construction chemicals market is valued at around EUR
13 billion and is attractive in view of annual growth of about 4 to 5
percent, relatively stable margins and high potential for innovation.
The acquisition of Degussa's business will give BASF rapid access to
additional industrial customers and end-users. BASF's strong presence
in Asia will additionally generate interesting growth opportunities in
this region's booming construction sector.
By combining its own chemical expertise with Degussa's know-how in
construction chemicals applications, BASF will provide its customers
with innovation at the highest level and help them to be more
successful in the competitive construction sector. "We rely on the
expertise of the employees at Degussa construction chemicals as well
as our existing workforce, and are looking forward to forming the best
team in the construction chemicals industry," said Kreimeyer.
In fiscal 2004, Degussa's construction chemicals division posted
sales of approximately EUR 1.8 billion and an EBIT of EUR 201 million,
with a global workforce of about 7,400 employees. As the market and
technology leader as well as the largest supplier of construction
chemical products, the division markets about 40,000 products
worldwide and is organized in two segments - Admixture Systems and
Construction Systems.
The business units in the Admixture Systems segment offer products
and system solutions for the concrete industry. Customers include
manufacturers of ready-mix and precast concrete and concrete products
as well as contractors engaged in paving, mining and underground
construction. The technologies used in Admixture Systems' products
ensure optimal concrete properties.
The business units in the Construction Systems segment are active
in the areas of building systems, flooring applications, coatings and
facades and expansion joints. Customers include building trade
businesses, fabricators, building contractors and dealers specializing
in concrete and masonry renovation, waterproofing, sealing, adhesive
systems, tile fixing, performance flooring, coatings and facades,
exterior insulation and expansion joints.
BASF supplies chemical precursors to the construction chemicals
industry, in particular to formulators of construction chemical
products. Functional polymers from BASF improve the flow properties of
concrete, protect its surface, or are used in concrete repair systems.
Other applications for functional polymers are adhesives for flooring
and tiling, sealants, water vapor barriers and primers. Functional
polymers are also used in phase-change materials (PCMs) for indoor
temperature management. Other construction chemicals from BASF include
wood coatings and polyurethane systems for installation purposes.
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 EUR
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.
CONTACT: Thomas Moeller
Phone: +49 621 60-99123
Fax: +49 621 60-92693
thomas.moeller@basf.com
BASF Extends Tender Offer to March 17, 2006
LUDWIGSHAFEN, Germany--(BUSINESS WIRE)--March 15, 2006--BASF
Aktiengesellschaft (Frankfurt: BAS, NYSE: BF (ADR), LSE: BFA, SWX: AN)
today announced that, through its wholly owned subsidiary, Iron
Acquisition Corporation, it has extended the expiration date of its
cash tender offer for all of the issued and outstanding shares of
common stock of Engelhard Corporation (NYSE: EC) to 5:00 p.m., New
York City time, on Friday, March 17, 2006. The tender offer had
previously been scheduled to expire at 5:00 p.m., New York City time,
on Friday, March 3, 2006.
"We are disappointed that we have been unable to reach an
agreement with Engelhard on a Confidentiality Agreement, but the terms
proposed by Engelhard were unacceptable and not in the best interest
of Engelhard's stockholders," said Michael Grabicki, a spokesman for
BASF Aktiengesellschaft.
BASF also announced that, as of March 3, 2006, it had received
anti-trust clearance from all major regulatory agencies necessary for
the consummation of its acquisition of Engelhard, including those of
the United States and the European Union.
BASF has been informed by The Bank of New York, the Depositary for
the offer, that, as of 5:00 p.m., New York City time, on March 3,
2006, a total of 649,277 shares of Engelhard common stock had been
tendered into the offer and not withdrawn. As a consequence of the
extension of the expiration date, holders of Engelhard common stock
may tender their shares until 5:00 p.m., New York City time, on
Friday, March 17, 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 EUR
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 currently intends 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.
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.
CONTACT: Michael Grabicki
Phone: +49 621 60-99938
Cell: +49 172 74-91891
Fax: +49 621 60-92693
michael.grabicki@basf.com
or
US media contact:
Timothy Andree
Phone: +1 973 245-6078
Cell: +1 973 519-5195
Fax: +1 973 245-6715
andreet@basf.com
or
Analysts/Investors contact:
Magdalena Moll
Phone: +49 621 60-48002
Fax: +49 621 60-22500
magdalena.moll@basf.com
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: March 13, 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