BASF Extends and Increases All-Cash Tender Offer to US$38 per Share (1)

LUDWIGSHAFEN, Germany, May 1 /PRNewswire/ --

-- BASF proposes nominees for a majority of the Engelhard Board of Directors

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 tender offer with the Securities and Exchange Commission (SEC) to 5:00 p.m., New York City time, on June 5, 2006. BASF has also increased the cash price being offered to shareholders in BASF's tender offer for 100 percent of Engelhard's outstanding shares to US$38 per share. The tender offer had previously been scheduled to expire at 5:00 p.m., New York City time, on Friday, April 28, 2006.

"BASF believes that its offer for all of Engelhard's shares provides greater value and more certainty to Engelhard's shareholders than what may be achievable through the Engelhard leveraged recapitalization and 20 percent share buyback," said Dr. Jurgen Hambrecht, Chairman of the Board of Executive Directors of BASF Aktiengesellschaft. "Our offer allows Engelhard's shareholders to maximize value today and without risk, instead of waiting and hoping for a highly leveraged Engelhard to deliver on its promises."

"Merging Engelhard's business with BASF will create a leading global player in the catalyst and pigments business. Building on the expertise of Engelhard's employees, we will be able to offer new and superior solutions to our customers and develop new markets worldwide," added Hambrecht.

BASF intends to nominate a total of five directors for election to Engelhard's Board of Directors at Engelhard's upcoming Annual Meeting on June 2, 2006, in response to Engelhard's announced plan to expand the Engelhard Board by three members to a total of nine members effective at the Annual Meeting. Two out of these five proposed nominees would replace two of Engelhard's existing Board members whose terms expire at the Annual Meeting. The other three nominees would fill the vacancies created by the expansion of the Board. If elected, the BASF nominees would constitute a majority of the nine-member Board and have the power, subject to exercise of their fiduciary duties, to facilitate the BASF tender offer and terminate Engelhard's proposed leveraged recapitalization and 20 percent share buyback.

BASF has previously nominated Julian A. Brodsky and John C. Linehan to serve on the Engelhard Board of Directors. BASF's three new nominees are Arthur M. de Graffenried III, William T. Vinson and Stanford S. Warshawsky. "Each of the BASF nominees is highly qualified to serve on the Engelhard Board and will act in accordance with their fiduciary duties to maximize value for the Engelhard shareholders. Clearly, we believe that this will lead them to facilitate the BASF offer and terminate Engelhard's proposed leveraged recapitalization and 20 percent share buyback. When the Engelhard shareholders elect our nominees, they will have spoken in favor of that result," said Dr. Hambrecht. "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," added Hambrecht.

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 April 28, 2006, a total of 654,238 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 June 5, 2006, unless the offer is further extended.

BASF reserves the right to conduct a consent solicitation to expand the size of Engelhard's Board to twelve and elect six BASF nominees to the resulting vacancies if BASF determines that it would be advisable to do so to ensure that Engelhard shareholders have the unfettered opportunity to choose between BASF's all-cash offer and Engelhard's leveraged recapitalization and 20 percent share buyback on a timely basis.

Nominee Biographies

Julian A. Brodsky

Mr. Brodsky is a founder and, since 2004, has served as non-executive Vice Chairman of Comcast Corporation, a leading provider of cable, entertainment and communications products and services in the United States. Prior to that he served as Comcast's Executive Vice President, Senior Vice President, Chief Financial Officer and Vice Chairman. From 1999 to 2004, he also served as Chairman of Comcast Interactive Capital, an in-house venture fund. Currently, Mr. Brodsky serves as a Director of the RBB Fund Inc., a mutual fund, and as a member of the Board of Directors of Amdocs Limited, a technology company. Mr. Brodsky is a certified public accountant and a graduate of the Wharton School of Finance and Commerce of the University of Pennsylvania.

John C. Linehan

Mr. Linehan is currently a member of the Board of Directors of Pacific Energy Partners, L.P., a company engaged principally in the business of gathering, transporting, storing, and distributing crude oil, refined products and related products in California and the Rocky Mountain region. In 2001 and 2002, Mr. Linehan served as Chairman and CEO of Texaco Refining & Marketing (East) Inc. and, before that, as Executive Vice President and Chief Financial Officer of Kerr-McGee Corporation, a global energy company based in Oklahoma City and a leader in oil and natural gas exploration and production, from which he retired in 1999. Mr. Linehan has also served as Chairman of the Finance Committee of the American Petroleum Institute and as a member of the Board of Directors of Tom Brown, Inc. until its acquisition by EnCana Corporation in 2004. Mr. Linehan is a member of both the American Institute of Certified Public Accountants and the Oklahoma Society of Certified Public Accountants.

Mr. Arthur M. de Graffenried III

Mr. de Graffenried has over thirty years general management experience in the financial services industry, derived from his service as an international executive with Citigroup. Mr. de Graffenried retired in 2004 as a Managing Director at Citigroup, where he worked in both the Company's New York and London offices. During his tenure at Citigroup he held a variety of executive management positions including Chief Executive Officer of Saudi American Bank, Country Corporate Officer in Japan, Chairman of Citicorp's Debt Restructuring Committee, and member of Citicorp's Operating Committee. Mr. de Graffenried is on the board of several non-profit organizations including American Near East Refugee Aid, the Roundabout Theater Company, and Boys Hope Girls Hope. Mr. de Graffenried received his A.B. in Political Science, his Juris Doctorate from St. Louis University and his Masters in Public and International Affairs from the University of Pittsburgh.

Mr. William T. Vinson

Mr. Vinson has over twenty years experience as a corporate attorney for Lockheed Martin. Mr. Vinson served as Vice President and Chief Counsel at Lockheed Martin Corporation from 1995 until his retirement in 1998. He was also Vice President-Secretary and Assistant General Counsel of Lockheed Corporation from 1990-1992. Before joining Lockheed, Mr. Vinson worked as a trial attorney for Phillips Petroleum Company, and prior to that was a member of the Air Force Judge Advocate General Corps. Mr. Vinson is currently Chairman of the Board of Directors of Siemens Government Services, Inc. and Chairman of the Board of Westminster Free Clinic. Mr. Vinson received his undergraduate degree from the United States Air Force Academy and his Doctorate of Jurisprudence from the U.C.L.A. School of Law.

Mr. Stanford S. Warshawsky

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