Lowen, Engelhard Corp.
Bell, Engelhard Corp.
Katcher / Eden Abrahams
Frank, Wilkinson Brimmer
Avenue, P.O. Box 770
COMMENTS ON FITCH RATINGS CREDIT ANALYSIS RELATED TO COMPANY’S RECAPITALIZATION
Corporation is a surface and materials science company that develops
technologies to improve customers’ products and processes. A Fortune
is a world-leading provider of technologies for environmental, process,
appearance and performance applications. For more information, visit Engelhard
on the Internet at www.engelhard.com.
announcement contains forward-looking statements. These statements relate
analyses and other information that are based on forecasts of future results
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,"
"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
these factors, please refer to "Forward-Looking Statements" on page 6 of
Engelhard’s definitive proxy statement, dated May 12, 2006 and "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. Please also refer to "Forward-Looking
Statements" and "Key Assumptions" contained in the investor presentation
captioned "Recapitalization Plan" filed as an exhibit on Form 8-K, dated
26, 2006, and "Forward-Looking Statements" in the Offer to Purchase filed
exhibit to Schedule TO, dated May 5, 2006, for additional information regarding
such risks, uncertainties and contingencies.
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
the forward-looking statements and from historical results due to the risks
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
its businesses, including factors that potentially could materially affect
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
Offer or Solicitation.
announcement does not constitute an offer or invitation to purchase nor a
solicitation of an offer to sell any securities of Engelhard. The self-tender
offer by Engelhard previously announced on April 26, 2006 was commenced on
5, 2006. Any offers to purchase or solicitation of offers to sell will be
only pursuant to a tender offer statement (including an offer to purchase,
letter of transmittal and other offer documents) filed by Engelhard
("Engelhard's Tender Offer Statement") on Schedule TO with the SEC on May
2006. Engelhard's shareholders are advised to read Engelhard's Tender Offer
Statement and any other documents relating to the tender offer that are filed
with the SEC carefully and in their entirety because they will contain important
Information and Where to Find It.
Engelhard’s shareholders are advised to read Engelhard’s definitive proxy
statement dated May 12, 2006 and other documents filed by Engelhard Corporation
carefully and in their entirety because they contain important information.
Copies of the definitive proxy statement and other documents may be obtained
from Mackenzie Partners, Inc. at 105 Madison Avenue, New York, New York,
Phone: 212-929-5500 (Call collect) or Toll-Free (800) 322-2885.