Clariant plans acquisition of Süd-Chemie
AG is planning the acquisition of a controlling majority in Süd-Chemie AG and has thereto
signed a contract with the majority shareholders.
As part of the planned transaction, still subject to clearance by competent merger control authorities, Clariant has come to agreements with the majority shareholder One Equity Partners (50.4%) and the family shareholders (approximately 46%). As a result, Clariant will acquire slightly above 95% of the outstanding shares. The shares of One Equity Partners will be bought at a price of EUR 121 per Süd-Chemie share. The vast majority of the Süd-Chemie family shareholders will swap their shares into Clariant shares at a ratio of 1:8.84. The total value of the transaction is EUR 2.0 billion (CHF 2.5 billion).
Süd-Chemie is a highly-innovative, listed, specialty chemicals company headquartered in Munich. With its two divisions of Adsorbents 吸着剤 and Catalysts, the Süd-Chemie Group, which has around 6,500 employees, generates total sales of almost 1.2 billion euros. Süd-Chemie holds an extremely strong position on global markets, almost 80 percent of Group sales being realised with customers outside Germany. It systematically exploits the potential offered by fast-growing regions, notably in Southeast Asia and the Middle East.
The starting material for products manufactured by the Adsorbents Division is a clay mineral known as bentonite. This clayey rock binds materials dissolved in water or other liquids and can be chemically refined to create versatile adsorbents and additives.
In March 2003, SABIC and Süd-Chemie AG formed a partnership for the acquisition of Scientific Design Company Inc. from Linde AG. Under this changed ownership, Scientific Design remains an independent entity and continues to license its processes, provide engineering services and sell catalysts to its clients worldwide. SABIC and Süd-Chemie manage Scientific Design Company Inc. through a fifty-fifty joint venture.
August 9, 2013 Clariant
Clariant and Tasnee Establish Masterbatches Joint Venture in Saudi Arabia
Clariant sells 40% stake in Clariant Masterbatches Saudi Arabia to Tasnee
Clariant, a world leader in specialty
chemicals, and Tasnee, one of the largest industrial conglomerates in Saudi
Arabia, today announced the signing of an agreement to establish a masterbatches
joint venture in Saudi Arabia.
Within the framework of the agreement, through its 100% subsidiary Rowad National Plastic Company Ltd., Tasnee will acquire a 40% stake in Clariant’s masterbatches operations in the country, already operating under the name Clariant Masterbatches (Saudi Arabia) Ltd. The joint venture will be operational following completion of customary merger control clearance procedures and will keep its main focus on the Arabic peninsulas core market.
Clariant Masterbatches (Saudi Arabia) Ltd. is a market leader and a pioneer in the region, with masterbatches production already started in 1993. Rowad National Plastic Company Ltd is a regional leader in plastic conversion, and is a long-standing customer of Clariant Masterbatches. Together, the companies will be able to develop new solutions for the plastics market. In addition to the exisiting operations the construction of a new plant for the production of white masterbatches has been decided.
“Our strategic partnership with Tasnee and the formation of the joint venture represent a first essential step for Clariant in strengthening its presence in one of the most important growth regions of the world. Clariant will contribute a high level of specialist know-how to the new company, whereas Tasnee has in-depth knowledge of the relevant regional markets, which will deliver major benefits to our clients. The link with Tasnee will also create additional value by facilitating access to feedstock. This partnership therefore represents another step in the implementation of our global growth strategy”, said Clariant CEO Hariolf Kottmann.
Hans Bohnen, Head of Business Unit Masterbatches, added: “We are pleased to join forces with one of the leading industrial companies in the strategically important growth region on the Arabic peninsula and in Saudi Arabia in particular. The joint venture with Tasnee will open additional growth opportunities for Clariant and Tasnee in the Middle East region.”
“We are happy to join hands with Clariant, a world leader in the business. By this joint venture, Tasnee will enter into the important business of masterbatches which will create further opportunities for serving the downstream plastic industry in the Middle East region” said Saleh Alnazha, CEO of Tasnee.
September 29, 2014
Clariant to acquire Chinese healthcare packaging specialist VitaPac
Bolt-on acquisition to round out healthcare packaging portfolio
Low cost base production site with high quality performance
Opportunity to capture regional market share in emerging markets
Clariant, a world leader in specialty
chemicals, today announced that it has signed a purchase agreement with
VitaPac, a Chinese specialist for healthcare packaging. The owner-led
company with 80 employees is based in Hong Kong with a production site in
Dongguan, China. It had consolidated sales of about CHF 4. mio in 2013. The
transaction is expected to be completed by the end of the fourth quarter of 2014
and subject to regulatory approvals.
VitaPac, founded in 1995, develops and manufactures a full range of high quality protective packaging solutions for the pharmaceutical, neutraceutical and food industries, as well as for the logistics and electronics sectors, mainly in the region of Asia-Pacific (APAC). The company focuses on active sorbents and has built up a leading market position for desiccant packets for moisture adsorption.
VitaPac is known for its innovative, technology-driven product lines that address pharmaceutical stability and shelf life. The company maintains a Drug Master File (DMF) with the FDA, and its products comply with all pertinent regulations for use in direct contact with food and drugs.
The bolt-on acquisition of VitaPac complements the portfolio of Clariant’s Business Line Medical Specialties within its Business Unit Masterbatches. The agreement will help Clariant to gain increased market share in important emerging markets especially in Asia but also to capture further sales in other regions. The acquired Dongguan plant will enlarge Clariant’s global footprint, furthering the reach to its multinational pharmaceutical customer base.
Hariolf Kottmann, CEO of Clariant, comments: “The acquisition of VitaPac is in line with our strategy to grow profitably by investing in new technologies and new markets. It will enable us to enhance Clariant’s existing portfolio of packaging solutions with new innovative products from the active packaging area, helping us to further develop our positioning in the medical specialties market.”
January 25, 2018
SABIC acquires 24.99% stake in Clariant
Clariant, a world leader in specialty chemicals, today acknowledges the investment by chemical industry peer and partner SABIC, which has acquired a 24.99% stake in Clariant. The acquisition of these stakes, which were previously held by White Tale and 40 North, makes SABIC the largest Clariant shareholder.
As is customary in the industry, Clariant was informed of SABIC's intention to acquire the shares prior to the transaction. SABIC is one of the major global chemical companies, with a significant specialty chemicals business and a partner of Clariant in the Catalyst joint venture Scientific Design.
Clariant intends to engage with SABIC over the coming weeks in order to discuss the new situation and explore possible ways to create value. Clariant will also continue the existing dialogue with all its other shareholders.
All activists ever want is a quick boost in
their target's share price so they can sell and move on. That's what beleaguered
CEOs always say when hedge funds attack. The investors targeting Clariant AG
have just given that tired riposte a big dollop of credibility.
White Tale Holdings ended hostilities with the Swiss chemicals group on Thursday by selling its 25 percent stake to Saudi Basic Industries Corp. The decision follows repeated assertions from the agitator -- a partnership between hedge fund Corvex Management LP and investment group 40 North -- that it was a long-term holder.
Measured in earth years, it was anything but. Corvex and 40 North began their joint assault in July 2017. The duo helpfully blocked Clariant's misguided plan to merge with U.S. peer Huntsman Corp. last year.
The pair then pushed for a strategic review to test the idea of selling the Swiss company's plastics and coatings business. This was a sensible demand. With management resisting, an ugly battle loomed.
Clariant （100万スイスフラン） 売上高 EBITDA Care Chemicals 1,465 276 触媒 673 160 Plastics & Coating
2,525 368 天然資源ビジネス
Oil & Mining、Functional Minerals
1,184 200 Corporate - -117 Total 5,847 887
Or so it seemed. In October, White Tale was emphatic: "We will take responsibility to see this through on behalf of all shareholders."
If other investors thought such statements meant White Tale was in for the long haul, they were wrong. The sale to Sabic has given an industrial shareholder a blocking stake in Clariant. Sabic says it has no current plans to mount a full takeover, but it would be surprising if it didn't covet full ownership. If it ever makes an offer, the chances of a rival forcing Sabic to pay a full price look slim. Thanks, White Tale.
October 27, 2017
Huntsman と Clariant は2017年5月22日、両社の取締役会が満場一致で両社の対等合併の契約を承認した。
統合会社の社名はHuntsmanClariant で、統合会社の売上高は132億ドル、 EBITDA は23億ドル、企業価値は約200億ドルとなる。
2017/5/26 Huntsman と Clariantが統合
両社は合併が長期的に株主の利益になると信じるが、Clariantの株主で24.99%を所有する物言う投資家White Tale Holdings が反対を続け、他の株主も同調しているため、無理と判断した。
Clariant and Huntsman jointly decided to abandon planned Merger of Equals
Clariant and Huntsman Corporation today jointly announced that they have mutually terminated their proposed merger of equals. The decision was unanimously approved by the Boards of Directors of Clariant and Huntsman.
- Execution of merger at risk due to increased uncertainty of securing two-thirds majority by Clariant shareholders
- Termination in the best interest of all stakeholders
- Clariant will continue to focus on its successful strategy to further strengthen its market position
In a joint statement, Peter R. Huntsman, President and CEO of Huntsman, and Hariolf Kottmann, CEO of Clariant, stated: "We remain convinced that the proposed merger of equals as agreed to on May 21, 2017, would have been in the long-term best interests of all of our shareholders. However, given the continued accumulation of Clariant shares by activist investor White Tale Holdings and its opposition to the transaction, which is now supported by some other shareholders, we believe that there is simply too much uncertainty as to whether Clariant will be able to secure the two-thirds shareholder approval that is required to approve the transaction under Swiss law. Under these circumstances and in light of the high level of disruption and uncertainty that has been created for both companies, we have jointly decided to terminate the merger agreement. This will allow both companies to focus again fully on their respective stand-alone strategies in the best interests of the companies and their shareholders, associates, and other stakeholders. We maintain a great respect for one another, and we want to recognize and express our mutual and deep appreciation for the efforts and incredible commitment demonstrated by the associates of each company over the past several months."
The Termination Agreement foresees no payment of a break fee on either side. Clariant, therefore, avoids paying both the USD 210m deal breakage fee and the USD 60m EGM non-approval fee as foreseen in the Merger Agreement.
Following a thorough analysis of all strategic alternatives, Clariant's Board of Directors and Executive Committee unanimously considered the merger with Huntsman to be the best available option to further develop the company and increase the long-term value for all stakeholders. This view has been and is shared by the vast majority of our shareholders. Rudolf Wehrli, Chairman of the Board of Directors: "We regret the missed opportunity for value creation and thank our shareholders for their support. The Board of Directors, our Chief Executive Officer and our Executive Committee will now focus on our proven strategy to further strengthen the company's market position as a globally leading specialty chemicals company."
Clariant's CEO Hariolf Kottmann: "While White Tale's position on the merger has been different from ours, we share a common interest in increasing Clariant's value. We are committed to achieving this through a continuation of our existing and successful long-term growth strategy. That said, we will continue our dialogue with all our stakeholders."
While the merger would have enabled Clariant to speed up its strategy, the company has the utmost confidence in continuing its own path towards the goal of reaching a position in the top tier of the specialty chemicals industry. The success of its strategy is evidenced by a positive track record of increased profitability and enterprise value, a stronger portfolio which continues to grow, and leadership positions in innovation and sustainability. These elements will continue to be the foundation of Clariant's profitable growth, cash flow generation and value creation.