Updated from 9:40 a.m.

BASF

( BF) raised its all-cash offer for

Engelhard

(EC) - Get Report

by a dollar to $39 a share, saying the bid is its "last, best and final offer."

Engelhard told shareholders to wait till the company's board mulls over the latest bid with its advisers.

The news comes just over a week after BASF said it wouldn't raise its offer in the face of Engelhard's plan to roll out a recapitalization scheme involving a tender offer for some of its own stock at $45 a share.

BASF said it had "numerous meetings with holders of a substantial majority of Engelhard shares" and boosted the bid because it didn't want to extend its offer beyond June 5.

"We are confident that Engelhard's shareholders will recognize the superior value for all of their shares and the complete certainty that BASF is offering, as opposed to the risk and uncertainty of Engelhard's leveraged recapitalization plan," said BASF Chairman Jurgen Hambrecht. "We want to make it very clear: This is our last, best and final offer. Under no circumstances will we raise our price again. If Engelhard's shareholders do not elect all of our nominees at Engelhard's Annual Meeting, we will let our offer expire and pursue other opportunities."

Engelhard also boosted guidance for the second quarter and backed analysts' views for 2006.

"The company said it expects to report second-quarter net earnings per share in the range of 48 to 52 cents, which includes approximately 11 cents of expenses and approximately 3 cents of share dilution due to the impact of BASF's unsolicited tender offer. The current consensus of analysts' expectations for the quarter is 57 cents," Engelhard said.

"Our people continue to generate excellent results despite the distractions associated with BASF's hostile takeover campaign," CEO Barry Perry said. "I'm extremely proud of Engelhard employees around the world who have proven they can operate and deliver results in any environment."

BASF said 601,708 shares of Engelhard common stock had been tendered into the offer and not withdrawn. Engelhard has 124 million shares outstanding.