Celanese AG · SC14D9C · Celanese AG · On 12/16/03 · EX-99.6

Filed On 12/16/03 5:17pm ET   ·   SEC File 5-57467   ·   Accession Number 947871-3-2722

Tender-Offer Solicitation/Recommendation Statement -- Preliminary Communication   ·   Schedule 14D-9C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC14D9C     Solicitation/Recommendation Statement                  2      9K 
 2: EX-99.1     Ad Hoc Announcement                                    2     10K 
 3: EX-99.2     Press Information Press Release                        6     20K 
 4: EX-99.3     Investor Information Release                           4     20K 
 5: EX-99.4     Text of Speech Given by Claudio Sonder                 6     20K 
 6: EX-99.5     Slides Presented at Press Conference                   9     17K 
 7: EX-99.6     Master Q&A List                                        5     24K 
 8: EX-99.7     Letter to Employees                                    6     24K 

EX-99.6   ·   Master Q&A List

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                                                                    Exhibit 99.6

E=Employee FAQ, P=Public FAQ, B=Both

 Master Q&A List

1.   Who is Blackstone? What other companies does it own? The Blackstone Group  
   (www.Blackstone.com) is a leading global investment firm headquartered in
 New York. The firm's philosophy is to invest in companies with the full
cooperation of their management. Companies in the Blackstone equities 
  portfolio include Nalco Chemical, Deutsche Bank's real estate portfolio,
Graham Packaging, Allied Waste, Premdor, American Axle and Universal  
Studios Florida. They also have investment partnerships with AOL Time 
 Warner, AT&T, Northrop Grumman, Sony, Union Pacific, USX and Vivendi. B

2.   Will employees continue to work for Celanese? There is no change in the    
    employment relationship. Employees will continue to work for their current
    legal entity. The Board of Management continues in their current roles and
responsibilities. E                                                   

3.   Will employment be affected? There are organization changes taking place   
now in Ticona and various other sites, as previously communicated.    
     Likewise, future employment requirements will be determined by the needs of
the business. Administrative requirements in a private ownership      
   environment will be different, but it is premature to speculate about the
employment impact. E                                                  

4.   Will employee pay or benefits change? Employee cash compensation programs  
 and benefit programs will not change as a result of the transaction. As
     always, the company will continue to monitor and review pay and benefits to
ensure that they are effective for employees and competitive in our   
industries and labor markets. E                                       

5.   How does this transaction benefit Celanese's customers? Ultimately, we     
believe Blackstone's financial backing will enable us to develop and  
innovate solutions for more customers. B                              

6.   What is the process going forward from today and how long to closing? We   
expect a closing in the early spring. Here are the key steps:         

o    Blackstone must submit an offer document to the German Federal   
          Supervisory Agency (BaFin) within four weeks from now. BaFin will then
have up to 15 working days to review the offer document.    

     o    After this review period the tender offer document has to be published
        immediately. We currently expect that the offer will remain open for
       approx. 6 weeks after publication. During this period, the Board of
    Management and Supervisory Board of the company are requested to
provide a reasoned opinion on the offer.                    

     o    If 85 percent or more of the shares are tendered, or if this condition
is waived there will be a subsequent acceptance period of an
additional two weeks.                                       

  o    The closing is subject to antitrust clearance and further customary
conditions. B                                               

7.   How do share owners tender their shares? The official tender offer has not 
been made. We assume that the shareholders will be informed via their 
custodian banks . B                                                   

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8.   Management says they are supportive of the offer. What does this mean?     
After extensive consideration, the Management Board has indicated to  
Blackstone that, subject to review of the tender offer document, it is
prepared to support the offer. The Board believes that the Company's  
     acquisition by a strong financial investor offers the opportunity to pursue
   its strategy of continuous growth and also offers shareholders the chance
to realize the increased value of their shares. B                     

9.   What are the specific roles and duties of the Management Board and the     
     Supervisory Board in this process? The Management Board and the Supervisory
  Board each have to form a reasoned opinion (begrundete Stellungnahme) on
 the tender offer without undue delay after the publication of the offer
document. B                                                           

10.  In their reasoned opinions, what will the Board of Management and          
Supervisory Board comment on? They will comment on: the consideration 
     offered; the probable impact of the offer on Celanese AG, its employees and
their representatives; the conditions of employment and locations;    
    Blackstone's objectives; and whether the members of the Management and the
  Supervisory Board - to the extent that they are holders of securities of
     Celanese AG - intend to accept the offer. In order to be prepared for these
     tasks, the Celanese has retained an independent financial advisor and legal
counsel. B                                                            

11.  What is the difference between the support of management expressed today   
     and a "reasoned opinion?" While the Management Board has already considered
 the transaction extensively, its support of the offer is subject to the
  final review of the tender offer document to be published by Blackstone.

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12.  Is there an impact on the Supervisory Board Structure? Celanese has a      
     Supervisory Board which is subject to codetermination. This legal regime is
not changed by the tender offer. In due time Blackstone will certainly
address the shareholder representatives issue.                        

13.  What involvement/input does the BaFin have? The BaFin reviews the tender   
    offer document and has to approve it. In addition the BaFin is responsible
for supervising the conduct of the offer.                             

14.  What involvement/input does the SEC have? The tender offer document must   
    also be filed with and may be reviewed by the U.S. Securities and Exchange
Commission (SEC).                                                     

15.  What happens if not all shareholders tender their shares? Is a certain     
percentage needed? The offer will lapse if less than 85 percent of all
    outstanding shares are tendered during the acceptance period. However, the
    bidder may waive such condition prior to the end of the acceptance period.
B                                                                     

16.  Do you need a shareholder vote or a shareholder meeting? No, because       
 accepting the offer is practically equivalent of voting in favor of the
 offer. The next annual shareholder meeting of Celanese is scheduled for
   April 28, 2004. We expect to have a customary agenda and discussion about
 the offer, even though the offer process is expected to be completed by
then. B                                                               

17.  Will shareholders receive a dividend? The Management Board and the         
Supervisory Board will make decisions with regard to dividends in     
connection with the preparation and review of annual statements. B    

18.  Will Celanese be de-listed at a specific point? If at least 95 percent of  
all outstanding Celanese shares are tendered, Blackstone may request a
   squeeze-out procedure, which would result in a de-listing. Blackstone has
     not advised Celanese of its final decision with respect to these matters. B

19.  Are there legal conditions to the offer, and what happens if these         
    conditions are not met? The offer will be subject to customary conditions,
including, for example, merger control clearance and an 85 percent    
 acceptance level. In addition, the offer is subject to there not having
been a material deterioration in Celanese AG's financial position.    

20.  Are there break-up fees if the deal does not close, who pays? There are no 
break-up fees.                                                        

21.  Given that this is not a typical transaction for Germany, what gives you   
 the confidence that it will be approved? After an extensive review, the
Management Board believes that the Company's acquisition by a strong  
financial investor offers                                             

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     the opportunity to pursue its strategy of continuous growth and also offers
shareholders the chance to realize the increased value.               

22.  Will Blackstone settle outstanding Stock Appreciation Rights and Stock     
  Options? Celanese will continue to settle these instruments as it has in
the past, according to the Long Term Incentive Plan documents.        

23.  Do employees' rights or representation change under a different type of    
ownership (private vs. public)? No.                                   

24.  Who is your legal advisor, and who bears the burden of the legal           
transaction and advisory fees and what is the magnitude? The company's
    legal advisor is Shearman & Sterling LLP. The Supervisory Board is advised
   by Hengeler Muller. The Company bears the burden of the legal transaction
and advisory fees.                                                    

25.  Why does the Board believe that Euro 32.50 per share is a good offer? The  
offered share price compares favorably to many research analysts'     
  recommendations. It is also worth noting that the research estimates are
    based on trading under status quo, and this offer is an all cash offer for
    all shares now. A detailed and final opinion will be given in the reasoned
    opinion, what has to be issued after having reviewed the offer document. B

26.  Did you seek or would you accept other offers? There is only one offer, and
it is for all shares in cash, now. It is the Board's fiduciary duty to
    evaluate all value-enhancing alternatives for our shareholders. Therefore,
     if there is another proposal, we will evaluate it and make a recommendation
to our shareholders.                                                  

27.  With economic recovery forecasted by many analysts, wouldn't it be better  
 for shareholders to hold on to the shares for a share price later? This
question is hypothetical. The fact is that the Board of Management has
  received a cash offer for all shares today. We were obliged to review it
and, after extensive discussion, support it. We can only preliminary  
     comment, in accordance with German law the Board of Management will express
     its reasoned opinion to shareholders, once it has received and examined the
offer document.                                                       

28.  Was Celanese management provided with incentives to take the offer? There  
are no management incentives to accept the offer. However, as it is   
    customary in these kind of transactions, the bidder intends to implement a
  customary management incentive program following the consummation of the
offer.                                                                

29.  Why is independence not an option? It is an option. However, management    
    must balance that against the offer for all shares, in cash and now. That,
   and our view that the added financial strength of Blackstone allows for a
broadening of growth considerations, makes this option compelling.    

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30.  What happens if the Blackstone offer fails? This is a hypothetical         
question.                                                             

31.  What does the Board believe that Blackstone do for Celanese that it can not
do for itself? Blackstone is one of the largest equity sponsors in the
   world. They are a strong partner with significantly available capital for
    expansion. Celanese's equity and debt financing alternatives are currently
restricted. We therefore believe that our company will have more      
operational and capital flexibility going forward. B                  

32.  How will this acquisition be financed? Is it secure? The transaction will  
be financed through a term loan and bridge to unsecured notes. These  
financing arrangements will be provided by Morgan Stanley and Deutsche
     Bank. One of our focuses during the negotiations was on the security of the
   financing, resulting in a package with limited conditions. Blackstone may
or may not involve other equity investors.                            

33.  Will Celanese's creditworthiness change? After the transaction we would    
   expect Celanese's debt rating to fall below investment grade. However, in
     the context of a deal with private equity, we do not think this should have
a negative effect on the company.                                     

34.  Is the pension funding from Blackstone sufficient? In addition to the      
     funding, the new owner assumes all pensions and post-retirement obligations
and will ensure appropriate funding of the plans. E                   

35.  Will Blackstone honor the longer-term post-retirement and medical          
obligations? Yes. E                                                   

36.  Is there advance funding for environmental liabilities? We did not see any 
need for advanced funding of our environmental liabilities.           

Holders of Celanese shares should read the reasoned opinions (begrundete        
Stellungnahmen) to be prepared by the management board and the supervisory board
in accordance with the German Securities Acquisition and Takeover Act and       
Celanese's solicitation/recommendation statement on Schedule 14D-9 when they    
become available, because such documents will contain important information     
about the public tender offer. Investors will be able to obtain for free the    
reasoned opinions (begrundete Stellungnahmen) and the solicitation/             
recommendation statement on Schedule 14D-9 and other documents filed at the U.S.
Securities and Exchange Commission at the Commission's website                  
http://www.sec.gov. Copies of the reasoned opinions (begrundete Stellungnahmen) 
and the Schedule 14D-9 will also be available for free from Celanese.           

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC14D9C Filing		Date		First		Last			Other Filings
Filed On / Filed As Of		12/16/03							6-K, SC TO-C
		4/28/04		3					6-K, SC 13D/A
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