BASF Sets Ultimatum on Engelhard

German chemicals group BASF said that it would abandon its near $5 billion bid for U.S. catalyst maker Engelhard if it fails to win support after extending the offer by five weeks on Monday.

As reported by Reuters:

Engelhard has rejected BASF's bid, which the German company raised to $38 a share from $37, and unveiled a plan to buy back some of its shares at $45.

BASF said it intended to nominate five directors for election to Engelhard's board of directors at Engelhard's upcoming annual meeting on June 2, but would allow the offer to expire if the shareholders did not vote for BASF's nominees.

"If Engelhard's shareholders don't vote in favor of our nominees, we will allow our tender offer to expire on June 5 and turn our attention to other opportunities," BASF Chief Executive Juergen Hambrecht said in the statement.

The offer, which expired last Friday, represents the biggest takeover bid in BASF's history.

Hambrecht said the election of BASF nominees on to Engelhard's board was intended to facilitate the BASF offer and terminate Engelhard's proposed buyback of shares.

"When the Engelhard shareholders elect our nominees, they will have spoken in favor of that result," said Hambrecht.

BASF wants to buy Engelhard to strengthen its position in the lucrative pollution control market, reduce the cyclicality of its portfolio and deploy some of the cash generated by its highly integrated manufacturing processes.

It announced the offer on Jan. 3 but the Engelhard board has opposed the offer.

In March BASF agreed to sign a confidentiality clause that allowed it access to Engelhard's books, a move then thought to open the way to a negotiated deal.

But Engelhard rejected the raised BASF offer last week.