BASF Aktiengesellschaft, the world's largest chemical company, has entered into a definitive agreement to acquire catalyst producer Engelhard Corporation for $39 per share.  The merger, valued at $5.6 billion including debt, was unanimously approved by Engelhard's board of directors, who have recommended that Engelhard stockholders tender their shares into the offer.  The merger agreement comes almost five months after BASF's commencement of an unsolicited tender offer for all of the outstanding shares of Engelhard and shortly before Engelhard's annual meeting at which a majority of the company's board was scheduled to be elected.  

Shearman & Sterling LLP is advising BASF in connection with the acquisition, which is the largest in the company's history.  BASF first announced its unsolicited offer for Engelhard on January 3, 2006, and until the execution of the merger agreement had been engaged in a proxy contest with Engelhard over the election of a majority of Engelhard's board.  All necessary governmental and regulatory approvals for the deal were previously obtained, and the transaction could close within the next two to three weeks.

M&A lawyers from Shearman & Sterling include New York-based partners Peter Lyons and Alberto Luzarraga, and associates Lisa Toporek, Scott Hirst, Nathan Sawyer, Margaret Davidson and Tammara Fort.  Other lawyers include partners Doreen Lilienfeld (New York - Executive Compensation & Employee Benefits), Kenneth Prince (New York - Antitrust) and Annette Schild (Brussels - Antitrust), counsel Lisl Dunlop (New York - Antitrust), and associates Jill Frizzley (New York - Bankruptcy & Reorganization), Mark Gelman (New York - Executive Compensation & Employee Benefits) and James Menz (New York - Antitrust).