2007/8/13 Akzo、ICI 買収合意発表
|January 2, 2008
Akzo Nobel completes ICI acquisiton
The boards of
Akzo Nobel N.V. and Imperial Chemical Industries PLC are
pleased to announce that the Scheme of Arrangement has
now become effective in accordance with its terms.
Jun 18, 2007 Reuters
Dutch chemical group Akzo Nobel NV said on Monday it had made a takeover approach to Imperial Chemical Industries Plc that was rejected by Britain's biggest chemicals firm.
"Akzo Nobel will continue to evaluate all strategic opportunities, including ICI, based on a disciplined and value-driven approach to earnings and returns over cost of capital," it said in a statement.
Akzo did not give any financial details. A source told Reuters on Sunday it had offered about 600 pence a share.
ICI shares closed on Friday at 546.5 pence, giving it a market capitalisation of 6.56 billion pounds.
Akzo Nobel is
active in two main areas of the pharmaceutical industry
-human and animal healthcare -having established itself a
reputation as an innovative global player.
The company’s human
healthcare business, Organon, specializes in the
discovery, development, manufacturing and marketing of
prescription medicines and products. Its core therapeutic
areas of expertise are contraception, fertility, hormone
therapy (HT), mental health and anesthesia.
Akzo Nobel’s other main pharma business is Intervet, which is one of the top three animal healthcare companies in the world. A renowned producer of veterinary medicines, Intervet offers a full range of veterinary vaccines and pharmaceuticals for a variety of animal species including poultry, pigs, cattle, sheep, goats, horses, cats, dogs and fish.
In 2002, Akzo Nobel also set up Nobilon International, a fully integrated biotechnology company which is dedicated to exploring opportunities in the field of human vaccines.
A common factor in all these businesses is a fully focused commitment to research and development, which plays a vital role in all areas of the company’s pharmaceutical activities.
announces intended sale of Organon BioSciences to
RTT News 2007/6/17
ICI Rejects Akzo's GBP 7.2 Billion Acquisition Bid
Paint and Chemicals major, Imperial Chemical Industries plc has rejected a preliminary offer by rivals Akzo Chemicals N.V. to acquire the company, as it was too low. Healthcare products and chemicals giant, Akzo Nobel had made a 600 pence a share bid or approximately GBP 7.2 billion to acquire Imperial Chemical Industries or better known as ICI, speculations regarding which were on for the last several months. Akzo revealed the appointment of investment bank Morgan Stanley to advise it on the matter.
On the other hand, Akzo has plenty of cash having sold its pharmaceutical division, Organon Biosciences, to Schering-Plough earlier this year for EURO 11 billion or GBP 7.5 billion. Akzo has had an eye on ICI's paints business for long, indicated as one of the most profitable in the world with strong footholds in Britain, Eastern Europe and Asia.
June 18, 2007 Bloomberg
ICI Shares May Rise on Report It Spurned $14.2 Billion Akzo Bid
Shares of Imperial Chemical Industries Plc, the U.K.'s largest maker of specialty chemicals, may rise after the Sunday Telegraph reported it rebuffed a 7.2 billion- pound ($14.2 billion) takeover bid from Dutch rival Akzo Nobel NV because the price was too low.
Akzo made an ``indicative offer'' of about 600 pence a share for London-based ICI, the owner of the Dulux paint brand, the newspaper reported yesterday, without saying where it got the information. ICI spokesman John Dawson and Akzo spokeswoman Heleen van de Lustgraaf both declined to comment on the report when contacted by Bloomberg.
Akzo has enough cash to purchase any rival after agreeing in March to sell its Organon drugs unit for $14.4 billion, Merrill Lynch & Co. analyst Fraser Hill said in a June 12 report, naming ICI as a target. The Arnhem-based company said it will spend the proceeds to expand more-profitable coatings and chemicals units, prompting speculation Akzo would make a purchase to avoid becoming a takeover target itself.
Approach This Month
Akzo sought to enter talks with ICI earlier this month, Reuters reported yesterday, citing a person familiar with the matter. The Dutch company is hoping to make a formal approach ``soon'' after ICI rejected a 600 pence-a-share bid, the person said according to Reuters.
Plenty of Cash
Akzo may have as much as 8.8 billion euros in cash by year- end, allowing it to ``comfortably'' buy any competitor, Merrill's Hill said. Possible targets include ICI and Sherwin-Williams Co., North America's biggest paint maker.
``We wouldn't be positive about a takeover of ICI,'' said Mark van der Geest, an analyst at Rabo Securities in Amsterdam, who has a ``buy'' recommendation on Akzo. An acquisition would be ``too expensive,'' he said.
Asia, Latin America
Paint sales at ICI rose 4 percent in the first quarter compared with a year earlier. Gains in Asia, Europe and Latin America countered a 4 percent drop in North American revenue, clipped by a slump in the U.S. housing market. The company cut jobs and brought in new management at its U.S. paint division after it underperformed peers, ICI said May 23.
ICI Paints Akzo Into A Corner
Anyone looking for lessons in playing hard to get should look no further than Britain’s Imperial Chemical Industries. After rejecting a £7.2 billion ($14.5 billion) offer from paint-maker Akzo-Nobel in mid June, the company has reportedly called for, and succeeded in getting, Britain’s Takeover Panel to give Akzo an August deadline to make another offer or walk away from the deal.
“Put up or shut up,” was the way several British newspapers including The Guardian described Imperial Chemical Industries message to its Dutch suitor, after the Takeover Panel said that Akzo Nobel had until August 9 to make a firm take over offer, following “recent representations made by the advisers to ICI.” The panel said that if Akzo missed the deadline, it would have to wait six months before making another offer.
“Akzo shareholders want the money returned to them but Akzo is fearful that the longer it sits on the money, the greater the risk that it will become a takeover target,” said Jeremy Batstone, an analyst at Charles Stanley.
Akzo will also have its eye firmly ICI’s paint division, as part of plans to consolidate the currently fragmented industry. The acquisition of the paints division would give Akzo a firm foothold in Asia, and Latin America, where ICI Paints is particularly strong.
The Panel on Takeovers and Mergers is an independent body, established in 1968, whose main functions are to issue and administer the City Code on Takeovers and Mergers and to supervise and regulate takeovers and other matters to which the Code applies. Its central objective is to ensure fair treatment for all shareholders in takeover bids.
The Panel has been designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers under the EC Directive on Takeover Bids (2004/25/EC).
Jul 30 2007 ICI
ICI Rejects 650p per share proposal from Akzo
Imperial Chemical Industries PLC (“ICI”) confirms that it received a further indicative proposal from Akzo Nobel NV (“Akzo”) under which it would acquire ICI for 650p per share in cash. The proposal was subject to a number of pre-conditions, including completion of due diligence.
The Board of ICI considered this revised proposal and unanimously rejected it on the grounds that it failed to recognise the full strategic value of ICI.
Akzo Nobel had made a 600 pence a share bid or approximately GBP 7.2 billion to acquire Imperial Chemical Industries or better known as ICI
July 30, 2007 Akzo
Further Proposal from Akzo Nobel Rejected by ICI
Akzo Nobel NV (“Akzo Nobel”) announces that it has made a further approach to the board of Imperial Chemical Industries PLC (“ICI”) with an increased offer proposal of 650p per share in cash. However, the proposal has been rejected on the grounds that it did not reflect the full value of ICI.
Akzo Nobel was able to make an increased offer proposal after it had entered into an exclusive arrangement with Henkel KGaA (“Henkel”) for the sale, following completion of its proposed offer, of ICI’s Adhesives and Electronic Materials businesses.
Akzo Nobel continues to believe that ICI would represent a highly attractive addition to its coatings business. Akzo Nobel’s increased proposal would provide ICI shareholders with a 40% premium to ICI’s share price of 464.25 pence on March 9th, 2007, the last business day prior to Akzo Nobel’s announcement in relation to the disposal of Organon BioSciences.
August 6, 2007 Wall Street Journal
Akzo Nobel Brings In Henkel To Win
a Deal for ICI
Move Marks New Effort To Jointly Buy a Rival, Then Later Break It Up
Britain's Imperial Chemical Industries PLC, after twice rejecting bids from Akzo Nobel NV, has reached a tentative deal to be taken over by the Dutch chemicals company and a German partner for about £8 billion ($16 billion).
The deal would mark a new willingness by big companies to join forces to buy a competitor, breaking up the acquired company among the buyers.
An acquisition of ICI, an 86-year-old London-based industrial company, would be the latest in a string of purchases of major British companies by foreigners. The trend is the result of the United Kingdom's continued transformation from its industrial roots to a more services-oriented economy. It is also the effect of Britain's policy of economic openness during an extended boom in mergers and acquisitions across Europe, which has made U.K. companies attractive takeover targets to European rivals.
Further Proposal from Akzo Nobel
Akzo Nobel NV (“Akzo Nobel”) confirms that it has made a further indicative proposal to the Board of Imperial Chemical Industries PLC (“ICI”) under which Akzo Nobel would acquire ICI for 670p per share in cash.
In addition, ICI shareholders would receive a second interim dividend of up to 5p per share paid pro rata by reference to where the completion date of the proposed offer falls between July 1, 2007 and December 31, 2007.
Akzo Nobel was able to make this increased proposal after further discussions with both ICI and Henkel KGaA (“Henkel”). As announced on 30 July 2007, Akzo Nobel has entered into an exclusive arrangement with Henkel for the sale, following completion of its proposed offer, of ICI’s Adhesives and Electronic Materials businesses. The consideration payable under this arrangement is £2.7 billion (calculated on a cash and debt free basis)
organized into three globally operating business sectors:
Laundry & Home Care
Cosmetics / Toiletries
Henkel has signed exclusivity agreement with Akzo Nobel
Enhancement of global market position planned
Henkel has signed an exclusivity agreement with Akzo Nobel. At the same time Henkel and Akzo Nobel have negotiated an agreement about a back-to-back transaction, the signing of which is still pending. Under the terms of such agreement Henkel would buy the adhesives and electronic materials businesses of National Starch, a subsidiary company of ICI, in the case of a takeover of ICI by Akzo Nobel. If however a formal offer will be made by Akzo Nobel or a successful takeover of ICI by Akzo Nobel will be realized respectively, is presently still open.
Henkel takes further step towards acquisition of National Starch businesses
Agreement reached on transaction value
Henkel has reached an agreement with Akzo Nobel on the value of a back-to-back transaction. The transaction envisages that Henkel will acquire the adhesives and electronic materials businesses of National Starch, a subsidiary company of ICI. The agreed transaction value is 2.7 billion GBP (close to 4 billion euros). The signing of the back-to-back agreement is still subject to the approval of the Henkel Shareholders’ Committee. The transaction is conditional on the successful completion of the takeover of ICI by Akzo Nobel.
May 29, 2009 AkzoNobel
AkzoNobel to Sell Stake
in Pakistan PTA Activities
AkzoNobel has agreed to divest its 75 percent stake in the PTA activities ofits Chemicals Pakistan business to Korean company KP Chemical Corporation (KPC). Financial details were not disclosed.
The holding in Pakistan PTA Limited - which is listed on the Karachi Stock Exchange - was acquired by AkzoNobel in 2008 as part of the acquisition of ICI. The company has a site in Karachi and around 200 employees. The transaction is expected to be completed in the fourth quarter of 2009.
“In spite of good performance and a dedicated team, the PTA activities and its future requirements do not fit with AkzoNobel’s strategic priorities,” explained Rob Frohn, the AkzoNobel Board member responsible for Specialty Chemicals. “KP Chemical - who are looking to expand their PTA capacity and geographic reach - will be a better match for the business going forward.”
PTA (Pure Terephthalic Acid) is an essential raw material for the polyester fiber industry and polyester resins used in the manufacture of PET packaging.
Pakistan PTA：the only producer of PTA in Pakistan and its production plant is located at Port Qasim, Karachi.
Since 2002 the plant has operated above its nameplate capacity and following minor de-bottlenecking and process improvements is capable of producing in excess of 470,000 tonnes per annum.
ロッテグループの石油化学系列会社 蔚山にPTA 950千トン。
June 21, 2010 AkzoNobel
AkzoNobel to divest National Starch business for $1.3bn
Akzo Nobel N.V. today announced the sale of its National Starch business to Corn Products International. The company will receive $1.3bn in cash and the buyer will assume certain pension and employee benefit liabilities.
The transaction, which has been approved by the Boards of both AkzoNobel and Corn Products International, is expected to close at the end of the third quarter of 2010, subject to the appropriate regulatory approvals.
Corn Products International is a leading global provider of ingredient solutions for diversified industries based in Westchester, Illinois, in the US.
National Starch - a subsidiary of the former ICI ? was taken over by AkzoNobel as part of its acquisition of ICI in January 2008. While it was regarded as an excellent business, the Board of AkzoNobel concluded that National Starch did not offer sufficient opportunity to create value within the company’s transformed coatings and specialty chemicals portfolio. In April 2010, it was announced that AkzoNobel had received renewed expressions of interest in National Starch, which had accordingly been reclassified as a discontinued operation.
2007/8/13 Akzo が ICI を買収
Akzo によるICI 買収は2007年11月のAkzoの株主総会で承認され、2008年1月2日に発効した。（1月3日にICIは上場廃止となった）
ICIのNational Starch 部門のうち接着剤とエレクトロニック材料事業のHenkel への売却は2008年4月3日に完了した。
Commenting on the
divestment, CEO Hans Wijers said: “I am pleased that we have found a
respected company to be the new home of National Starch, where it
will once again be a core operation. This transaction today marks
the strong focus on our core business and confirms AkzoNobel’s transformation into the world’s largest global coatings and
specialty chemicals company. “We can look to the future with
much confidence as we are well positioned to capture growth both
organically and by selected acquisitions.”
“The acquisition of National Starch represents an exceptional opportunity for Corn Products International and a significant step forward toward achieving our strategic goals,” said Ilene Gordon, Chairman, President and Chief Executive Officer of Corn Products International. “The acquisition aligns with our strategic priorities to grow our ingredient portfolio, increase our presence in priority food processing segments, enter new markets, and develop innovative solutions that better serve our customers.”
National Starch is a recognized innovator in food ingredients and specialty starches. The company had 2009 revenue of $1.2 billion from sales of specialty starches to both local and multinational customers in the food, papermaking, consumer and industrial markets. It has 2,250 employees around the world and operates 11 plants in eight countries.