Engelhard DEFA14A Additional proxy soliciting materials

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	WASHINGTON, D.C. 20549
	SCHEDULE 14A
	Proxy Statement Pursuant to Section 14(a) of the
	Securities Exchange Act of 1934
Filed by the Registrant  x
Filed by a Party other than the Registrant        o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material Pursuant to § 240.14a-12
	ENGELHARD CORPORATION
	(Name of Registrant as Specified In Its Charter)
	(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1)	Title of each class of securities to which transaction applies:
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	0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4)	Proposed maximum aggregate value of transaction:
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o	Check box if any part of the fee is offset as provided by
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filing by registration statement number, or the Form or Schedule
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	Registration No.:
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On May 30, 2006, the Company filed Amendment No. 4 to its Schedule TO, dated May 5, 2006, and Amendment No. 30 to its Schedule 14D-9. A copy of those amendments are incorporated herein by reference.
On May 30, 2006, the Company issued the following press release.
	Contacts
	Media
	Ted Lowen,
	Engelhard Corp.
	732-205-6360
	Investor Relations
	Gavin A. Bell,
	Engelhard Corp.
	732-205-6313
	Ref. #C1455
	or
	Dan Katcher /
	Eden Abrahams
	Joele Frank, Wilkinson
	Brimmer Katcher
	212-355-4449
	Engelhard Corporation
	101 Wood Ave.
	P.O. Box 770
For Immediate Release	Iselin, NJ 08830
ENGELHARD ENTERS INTO DEFINITIVE MERGER AGREEMENT WITH BASF
BOARD RECOMMENDS $39 PER SHARE OFFER; WILL WITHDRAW SELF-TENDER
OFFER
ISELIN, NJ, May 30, 2006– Engelhard Corporation (NYSE: EC), one of the largest surface and
materials science companies in the world, today announced that it has entered into a definitive merger
agreement under which BASF (NYSE: BF) 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 recommends all 

Engelhard shareholders tender their shares into BASF’s tender offer. 

       Under terms of the merger agreement, BASF will amend 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 are 

not included in the merger agreement. 

         Engelhard’s board will withdraw the company’s $45 per share self-tender offer for 20% of the 

company’s shares and will adjourn the Annual Meeting of Shareholders scheduled to take place on June 

2, 2006 to June 30, 2006. 

“Our board has determined that the $39 per share offer provides fair value to our shareholders, 

and the agreement paves the way for an orderly and cooperative transaction,“ said Barry W. Perry, 

Engelhard’s chairman and chief executive officer. “Our ability to deliver this value would not have been 

possible without the extraordinary efforts of our employees, who stayed focused and demonstrated their 

dedication and ingenuity by delivering outstanding results.” 

Engelhard will shortly mail its formal recommendation to its shareholders that they tender into 

the offer at the same time BASF mails its revised tender offer materials. 

       Merrill Lynch & Co. is acting as financial advisor to Engelhard and Cahill Gordon & Reindel 

LLP and Wachtell, Lipton, Rosen & Katz are acting as legal advisors. Both Merrill Lynch and JPMorgan 

Chase & Co. provided opinions to the Engelhard Board as to the fairness from a financial point of view of 

BASF’s $39 per share tender offer. 

Engelhard Corporation is a surface and materials science company that develops technologies to 

improve customers’ products and processes. AFortune 500company, Engelhard is a world-leading 

provider of technologies for environmental, process, appearance and performance applications. For more 

information, visit Engelhard on the Internet atwww.engelhard.com. 

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Forward-Looking Statements. This announcement contains forward-looking statements. These statements relate to 

analyses and other information that are based on forecasts of future results and estimates of amounts not yet 

determinable. These statements also relate to future prospects, developments and business strategies. These forward- 

looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "could," 

"estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and similar terms and phrases, including 

references to assumptions. These forward-looking statements involve risks and uncertainties, internal and external, 

that may cause Engelhard's actual future activities and results of operations to be materially different from those 

suggested or described in this announcement. For a more thorough discussion of these factors, please refer to 

"Forward-Looking Statements" (excluding the first sentence thereof), "Risk Factors" and "Key Assumptions" on 

pages 34, 35 and 38, respectively, of Engelhard's 2005 Annual Report on Form 10-K, dated March 3, 2006. 

Investors are cautioned not to place undue reliance on any forward-looking statement, which speaks only as of the 

date made, and to recognize that forward-looking statements are predictions of future results, which may not occur 

as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and 

from historical results due to the risks and uncertainties described above, as well as others that Engelhard may 

consider immaterial or do not anticipate at this time. The foregoing risks and uncertainties are not exclusive and 

further information concerning Engelhard and its businesses, including factors that potentially could materially 

affect its financial results or condition, may emerge from time to time. Investors are advised to consult any further 

disclosures Engelhard makes on related subjects in Engelhard's future periodic and current reports and other 

documents that Engelhard files with or furnishes to the Securities and Exchange Commission ("SEC"). 

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