WaterBriefs: BASF makes all-cash proposal to acquire Engelhard

Also in this report: Frost & Sullivan says global clean energy goals to improve fuel cell membrane separation; Aqua America sets acquisition record; Ulmer & Berne wins Wadsworth water ruling; GreenShift reviews 2005; Hercules picks up water soluble polymer unit; SunPower CEO leads off Clean-Tech Investor Summit; Inducsco air strippers now NSF 61 certified; IPWR hosts consumer communication event; Gundle/SLT Environmental acquires Chile's SL Ltda.; Arabia's Amiantit wins $31M in pipe contracts...

In other news below:
-- Frost & Sullivan says global clean energy goals to improve fuel cell membrane separation
-- Aqua America enjoys best year ever in acquistions
-- Ulmer & Berne LLP announces win in Wadsworth water ruling
-- GreenShift Industrial Design reviews 2005 accomplishments
-- Hercules to acquire water soluble polymer business
-- SunPower CEO to keynote at 2006 Clean-Tech Investor Summit
-- Inducsco acquires NSF Standard 61 certification for air strippers
-- IPWR to host contamination, consumer communication event
-- Gundle/SLT Environmental Inc. announces acquisition of SL Limitada of Chile
-- Arabia's Amiantit wins over US$31 million in pipe contracts

BASF makes all-cash proposal to acquire Engelhard -- BASF intends to offer $37 per share for a total of $4.9 billion; Acquisition would make BASF a leading provider in the global catalyst business -- LUDWIGSHAFEN, Germany, Jan. 4, 2006 -- BASF A.G., a leading global chemical company, has made an all-cash proposal to acquire all outstanding shares of common stock of Engelhard Corp., a Fortune 500 company and leading supplier of goods for catalysis and surface finishing based in Iselin, N.J., for US$37.00 per share or an aggregate of US$4.9 billion. This price represents a 23% premium above the Dec. 20, 2005, closing price of Engelhard's stock of US$30.05 and a 30% premium over Engelhard's 90-day average share price of US$28.42. This price also represents a premium to Engelhard's 2005 year-end closing price of US$30.15 and to the four-year-high closing price of US$32.49 achieved on July 14, 2004.

By acquiring Engelhard, BASF would become a leading provider worldwide in the dynamically growing catalyst market. "Engelhard is an excellent enhancement for the BASF portfolio," said Dr. Jürgen Hambrecht, Chairman of the Board of Executive Directors of BASF A.G. "By combining the R&D activities of both companies, BASF would create a unique global technology platform for catalysts and open up further growth and innovation potential."

The proposal reflects what BASF believes is an opportunity for significant value for Engelhard's stockholders: a robust premium over Engelhard's current stock price; and a fully financed, all-cash transaction, with no significant regulatory hurdles anticipated based on present knowledge.

"We believe that our all-cash proposal provides a compelling opportunity to achieve significant value for Engelhard's stockholders," said Dr. Hambrecht. "We hope that Engelhard's Board and management will recognize this opportunity as well as the benefits for Engelhard's employees. We look forward to continuing and strengthening business relations with Engelhard's customers."

BASF has made efforts to negotiate a friendly transaction with Engelhard's Board of Directors and management. BASF has said that its team is prepared to meet with the Engelhard team to see whether Engelhard can demonstrate value in addition to that discernible from the publicly available information that might enable BASF to increase the price that it proposes to pay for Engelhard by US$1.00 per share. These efforts have been rebuffed. Following Engelhard's refusal to enter into a dialogue with BASF, BASF earlier Tuesday sent a letter to Engelhard's Board of Directors reiterating its position. To read the letter, click here..

BASF (www.basf.com) has a portfolio ranging 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 solutions and high-value products help its customers to be more successful. The company 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 2004, it had approximately 82,000 employees and posted sales of more than EUR 37 billion [US$44.83 billion].

[US$1 = EUR0.825]

Also see:
-- "Engelhard Confirms Receipt of Unsolicited Proposal From BASF; Advises Stockholders to Take No Action at This Time"
-- "NYTimes: BASF makes $4.9 billion hostile bid for Engelhard"

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Among other recent headlines:

Global goals of clean energy encourage research to improve fuel cell membrane separation technologies -- LONDON, Jan. 4, 2005 -- Among the numerous applications for membrane separation technologies, scientists have been challenged mostly by fuel cells. They have been working on membrane electrode assemblies to meet the automotive industry's requirements for robust, cost-effective and durable fuel cells to reduce the industry's dependence on fossil fuels. According to a recent Technical Insight report from Frost & Sullivan, development of advanced membrane separation technologies in the energy and environmental markets are gaining an impetus from growing concerns over supply chain issues as well as political and security factors. These apprehensions stem from the substantial and continuous use of fossil fuels for transportation and as primary energy sources...

Aqua America enjoys best year ever in acquistions -- Adds Pennsylvania system as 2005 comes to close -- BRYN MAWR, PA, Jan. 4, 2006 -- Aqua America Inc. reported that acquisition activity in the fourth quarter brought in a total of eight water and wastewater systems. Over the course of 2005, Aqua America expanded its national footprint with a company record of 30 acquisitions, in addition to various new housing growth ventures. The company acquired systems and added customers in North Carolina, New Jersey, Pennsylvania, Ohio, Texas and Illinois during the year. The 2005 total surpassed the company's previous record of 26 acquisitions in 2004...

Ulmer & Berne LLP announces win in Wadsworth water ruling -- CLEVELAND, Jan. 4, 2006 -- Ulmer & Berne LLP, a major Ohio-based law firm with four offices throughout the Midwest, announced a win today over the city of Wadsworth in four consolidated appropriation cases filed by Wadsworth against owners of land in Wayne County who had been hoping to prevent taking of easements across their property. The cities of Barberton and Wadsworth entered into an agreement giving Wadsworth an easement to establish and operate a well field on property owned by Barberton in Chippewa Township, Wayne County. Wadsworth plans to run a 6.5-mile pipeline between the Chippewa Township property and the city's existing public water system. The city's proposed route for the water line crosses the landowners' properties...

GreenShift Industrial Design unit releases shareholder letter -- MOUNT ARLINGTON, NJ, Jan. 4, 2006 -- GreenShift Corp. released a letter to its shareholders from David Winsness, the chief executive officer of GreenShift Industrial Design Corporation (GIDC) underscoring major accomplishments of 2005 for its technologies, including:
-- Reduce the volume of waste generated by residential and commercial consumers;
-- Increase the convenience and decrease the cost of recycling by residential and commercial consumers; and,
-- Increase the cost-efficiency of processing certain types of industrial wastes...

Hercules to acquire water soluble polymer business, expand footprint in oil, natural gas markets -- WILMINGTON, DE, Jan. 4, 2006 -- Hercules Inc. announced an agreement to purchase the guar and guar derivative manufacturing business of Benchmark Polymer Products, L.P., a subsidiary of Benchmark Performance Group Inc. Under terms of the agreement, Aqualon, a business unit of Hercules, will acquire the Dalton, Ga., production facility for $20 million plus a provisional future earn out and receive an equity position in Benchmark. Aqualon currently supplies a portfolio of water soluble polymers and technology to the global oil and gas industry for applications in drilling, cementing, completion, and fracturing...

SunPower CEO Thomas Werner to keynote at 2006 Clean-Tech Investor Summit -- Clean Edge, IBF event features leading clean-technology innovators -- OAKLAND, CA, & MASSAPEQUA, NY, Jan. 4, 2006 -- Clean Edge and IBF, the hosts and producers of the 2006 Clean-Tech Investor Summit, today announced that Thomas Werner, CEO of SunPower Corp., will present a keynote address at the event. The annual gathering, which will be held Feb. 1-2 in Rancho Mirage, Calif., brings together leading venture and private equity investors, corporate executives, entrepreneurs, and other influential industry leaders to discuss the latest trends and developments in the clean-tech sector. For those unable to attend the 2006 Clean-Tech Investor Summit, Werner's presentation will be simultaneously webcast at www.cleanedge.com on Thursday, Feb. 2, at 11:15 AM PST...

Inducsco acquires NSF Standard 61 certification for air strippers -- ATLANTA, Jan. 3, 2006 -- Indusco Environmental Services Inc. acquired NSF International certification in December 2005. NSF has been a trusted independent third party in the potable water industry for over 60 years. NSF certification means Indusco can supply a complete one-source fabricated packed bed air stripper system with storage vessels all under the strict NSF/ANSI 61 requirements for materials in contact with potable water...

IPWR to host contamination, consumer communication event -- NAPERVILLE, IL, Jan. 3, 2006 -- The Institute for Public Health and Water Research (IPWR), an independent not-for-profit research and education organization, is pleased to announce its 2006 inaugural scientific conference, "Water Contamination Events: Communicating with Consumers." The event will be held Jan. 30-31 at the Renaissance Houston Hotel in Greenway Plaza, Houston, Texas...

Gundle/SLT Environmental Inc. announces acquisition of SL Limitada of Chile -- HOUSTON, Jan. 3, 2006 -- Gundle/SLT Environmental, Inc. (GSE) today announced that it has acquired the operating assets of SL Limitada, (SL) a privately owned company, located in Santiago and Antofagasta, Chile. Under terms of the agreements, GSE will not assume any of SL liabilities other than the sales backlog and open purchase orders for raw materials. GSE will be privileged to continue servicing all of SL customers in South America and in other parts of the world. SL's revenue was approximately $33 million for the first 10 months of 2005. The annual production capacity of approximately 40 million pounds will be marketed primarily in the South American region with emphasis on the growing market for high quality geomembrane products for the mining industry, solid waste and water management...

Arabia's Amiantit wins over US$31 million in pipe contracts -- DAMMAM, Saudi Arabia, Jan. 3, 2006 -- Included among the multiple contracts is a US$16.8 million deal for Amitech-Spain, which is fully owned by Amiantit, to supply GRP pipes to transmit water used for a huge irrigation project in Saragossa region in Spain. Others are in Mexico, the United States, Egypt, Saudi Arabia and Lebanon...

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In earlier newsbriefs, see: "WaterBriefs: Xanser Corp.'s Furmanite acquires Flowserve's General Services Group" -- Also in this report (Jan. 3, 2005): Insituform Technologies CFO resigns; Conservation experts to convene in Pasadena for 2006 Intelligent Use of Water event; USW, U.S. pipe producers condemn Bush's decision to deny relief for surging China imports; Calif. DWR to open Sacramento weir; LADWP stands by work on Owens Lake dust control program; Sandvik to withdraw appeal of Pa. DEP order over soil, groundwater contamination; UK end-year 'stocktake' shows a good year for biodiversity; Macao, other cities seeking new water sources as spring tide arrives; Mitsubishi Heavy Industries to transfer sludge, water recycling business to unit; Japan's crown prince, princess may visit Mexico for World Water Forum; McWane Inc., company executives sentenced for environmental crimes...

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