ISELIN, N.J.- Engelhard Corporation, one of the largest surface and materials-science companies in the world, has entered into a definitive merger agreement under which BASF will acquire all the outstanding shares of Engelhard for $39 per share in cash, giving the transaction a total net equity value (including stock options net of strike price) of approximately $5.0 billion and a total enterprise value of approximately $5.6 billion including net debt. Engelhard's board of directors unanimously approved the merger agreement and recommended that all Engelhard shareholders tender their shares into BASF's tender offer.

Under terms of the merger agreement, BASF amended its $39 per share tender offer to provide a greater degree of certainty to Engelhard shareholders than would have been the case had shareholders tendered their shares into BASF's earlier unsolicited offer, which contained numerous conditions that were not included in the merger agreement.

Engelhard's board withdrew the company's $45 per share self-tender offer for 20% of the company's shares and adjourned the Annual Meeting of Shareholders, which was scheduled to take place in June.