2005/4/25 Borden Chemical

Borden Chemical, Inc., Resolution Performance Products LLC and Resolution Specialty Materials LLC to Merge; Will Form Hexion Specialty Chemicals, Third-Largest North American-Based Specialty Chemical Company, With Revenues Over $4 Billion; Borden Chemical On Target to Complete Acquisition of Bakelite AG
http://www.bordenchem.com/aboutUs/newsReleases.asp?release=04-25-05a.asp

Borden Chemical, Inc. and Resolution Performance Products LLC (RPP) today jointly announced plans to merge, together with Resolution Specialty Materials LLC (RSM), to form the world’s largest producer of thermosetting resins. All three companies are owned by affiliates of the private investment firm Apollo Management, L.P. The new company will be named Hexion Specialty Chemicals, Inc.

Hexion Specialty Chemicals is expected to include Bakelite AG, which as previously announced, Borden Chemical has agreed to acquire. The combination of Borden Chemical, RPP and RSM and the acquisition of Bakelite are expected to close in the second quarter of 2005.

Borden Chemical is a leading global producer of binding and bonding resins, performance adhesives and the building-block chemical formaldehyde. RPP is a leading worldwide manufacturer and developer of epoxy resins and is the leading global manufacturer of Versatic acids バーサチック酸and derivatives. RSM is a global producer of coatings, adhesives, specialty polymers, and ink raw materials. Bakelite is a leading supplier of phenolic and epoxy thermosetting resins and molding compounds in Europe.

Hexion Specialty Chemicals had pro forma 2004 annual net sales of $4.105 billion, of which 51% were derived from North America, 32% from Western Europe, and 17% from Asia and the rest of the world. Hexion will have approximately 7,000 employees and rank third among North American-based specialty chemical firms in terms of sales. It will:

Be the world’s largest producer of thermosetting resins. 熱硬化性樹脂
Be a global leader in its key markets, with a number 1 or number 2 share in its major market categories.
Have global scale with 86 plants in 18 countries.
Have global reach and an expanded range of products, technologies and technical services to better serve its customers.
Be a vertically integrated, low-cost manufacturer with the scale, cost structure and people to compete globally.
Enjoy a global position, leading technologies and specialty product lines that will provide growth opportunities.

Craig Morrison, president and chief executive officer of Borden Chemical, will be President and CEO of Hexion Specialty Chemicals, which will be based in Columbus, Ohio. Marvin Schlanger, Chairman and CEO of RPP and Chairman of RSM, will become Vice Chairman of the Board of Hexion. William Carter, executive vice president and CFO for Borden Chemical, will assume this role for the combined company.

"This merger is an exciting development for the employees and customers of all four companies," Morrison said. “The four companies have complementary businesses with outstanding technologies and products, and excellent synergies. The new name represents a combined entity that is different from and stronger than any one of the merging companies. Our increased size and combined financial capability will enable us to better serve our customers, and create new opportunities for employees.”

The executive team of Hexion will also include these heads of business units: Kip Smith, president and chief operating officer of RPP, will become President, Epoxy and Phenolic Resins; Jeff Nodland, President of RSM, will become President, Coatings and Inks; Jody Bevilaqua, executive vice president of Borden Chemical, will become President, Formaldehyde and Forest Product Resins; and Sarah Coffin, executive vice president of Borden Chemical, will become President, Performance Products.

Completion of the combination is subject to customary closing conditions including certain regulatory approvals. Borden Chemical, RPP and RSM will continue to operate independently until those conditions are satisfied and the closing occurs.

About the Companies
Borden Chemical serves its customers through a network of 48 manufacturing facilities in 9 countries. The company employs 2,400 associates and reported 2004 sales of $1.7 billion. It is based in Columbus, Ohio. Apollo Management acquired Borden Chemical in August 2004. For more information see www.bordenchem.com

RPP is based in Houston and has operations in the United States, Europe and Asia. The company has 950 employees and reported 2004 sales of $996 million. Apollo acquired RPP from Shell Oil Company in November 2000. For more information see www.resins.com.

RSM was formed from businesses acquired by Apollo Management from the Eastman Chemical Company in August 2004. Based in Houston, RSM has 2,100 employees and facilities in the U.S., Europe and China. The company had 2004 annual sales of $768 million. For more information see www.resins.com.

Bakelite, based in Iserlohn-Letmathe, Germany, has 13 manufacturing facilities in Europe and Asia. The company has 1,700 employees and generated 2004 sales of $699 million. For more information see http://www.bakelite.de.

About Apollo Management
Apollo Management, L.P., founded in 1990, is among the most active and successful private investment firms in the U.S. in terms of both number of investment transactions completed and aggregate dollars invested. Since its inception, Apollo has managed the investment of an aggregate of approximately $13 billion in equity capital in a wide variety of industries, both domestically and internationally.

Resolution Performance Products LLC 　　http://www.resins.com/resins/

You've known our Resins and Versatics business for over 50 years as the company that's led the world in technological development of thermoset resin systems and specialty monomers. From our roots within the Shell Group of Companies, we've become the Resolution Performance Products Company.

We globally market the broadest range of epoxy resins, curatives and specialty products either through our Customer Service Centers or through our global line-up of Distributors.

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The name Resolution Performance Products (RPP) is beginning to resin-ate throughout the chemical industry. Once part of Shell Chemicals, the firm was sold to private investment firm Apollo Management in 2000. RPP is a leading maker of epoxy resins (along with Dow and Huntsman), which are used in coatings, adhesives, and printed circuit boards. The company gets about two-thirds of its sales from epoxy resins. It also produces bisphenol-A (BPA) and epichlorohydrin (ECH), two chemical intermediates used in epoxy resins, and it is a top maker of versatic acids, which are used in pharmaceuticals, personal care products, and coatings. Apollo Management owns about 91% of the company; Shell Oil owns nearly 8%.
（　http://biz.yahoo.com/ic/106/106223.html　）

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Resolution Specialty Materials LLC　　http://www.resins.com/RSM/

You have known our global business of coatings, adhesives, specialty polymers, and inks for many years as providers of technical products and solutions. Resolution Specialty Materials (RSM) has been formed from businesses acquired from the Eastman Chemical Company, and includes facilities in the U.S., Europe and China.

We market an extensive line of products through our Direct and Distributor channels. RSM delivers the "base" coatings technology which customers formulate into finished coatings products. In inks, RSM provides a range of specialty polymers for graphic art applications. RSM is also a producer of composite polymers, textile chemicals and acrylic monomers.

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Aug. 2, 2004　Eastman Chemical

Eastman Completes Sale of Portions of CASPI to Apollo Management
http://www.eastman.com/News_Center/News_Archive/Corporate_News/2004/040802.asp

Apollo Management, L.P., a private investment firm, and Eastman Chemical Company (NYSE:EMN) today announced they have completed the sale of certain businesses and product lines in Eastman’s coatings, adhesives, specialty polymers and inks (CASPI) segment to Apollo.

“Completing this divestiture results in a better alignment of company resources with our strategy going forward,” said Brian Ferguson, Eastman’s chairman and CEO. “We’re pleased that these businesses and product lines are now part of a company where they are a better fit for future plans. And I want to especially recognize the employees in these businesses who have maintained a focus on meeting customers’ needs as we worked with Apollo to close this sale. This divestiture represents a major milestone in Eastman’s ongoing strategy to improve the company’s profitability.”

Apollo said the new company will be named Resolution Specialty Materials, Inc. (RSM), and will be based in Houston, Texas. RSM will be led by Jeff Nodland, a 25-year veteran of the coatings and composites industry.

“This event is obviously a milestone for Resolution Specialty Materials, as it emerges as a strongly situated, independent supplier of a broad range of chemicals for the coatings, composites, graphics arts and textile industries, among others,” said Nodland. “With the talented employees we inherited, we are confident of the Company’s ability to continue to provide a high level of services to existing customers, while also growing the business.”

As previously announced, the following Eastman businesses and product lines are included in the divestiture: acrylate ester monomers, composites (unsaturated polyester resins), inks and graphics arts raw materials, liquid resins, powder resins and textile chemicals. Manufacturing sites divested include: Pleasant Prairie, Wis.; LaVergne, Tenn.; Carpentersville, Ill.; Roebuck, S.C.; Lynwood, Calif.; Columbus and Forest Park, Ga.; and Ennis, Texas, in the United States. Sites outside the U.S. include: Kallo, Belgium; Sant’ Albano and Cola’ di Lazise, Italy; Molndal, Sweden; Hamburg, Germany; Sokolov, Czech Republic; and Tianjin, Nanping and Funing, People’s Republic of China. Approximately 2,100 employees are associated with the businesses and sites acquired by Apollo.

With headquarters in Kingsport, Tenn., Eastman manufactures and markets chemicals, fibers and plastics. The company has approximately 13,000 employees and had 2003 sales of $5.8 billion. For more information about Eastman and its products, visit www.eastman.com.

Apollo Management, L.P., founded in 1990, is among the most active and successful private investment firms in the U.S. in terms of both number of investment transactions completed and aggregate dollars invested. Since its inception, Apollo has managed the investment of an aggregate of approximately $13 billion in equity capital in a wide variety of industries, both domestically and internationally.

April 29, 2005 Borden Chemical

Borden Chemical, Inc. Completes Acquisition of Bakelite AG
http://www.bordenchem.com/aboutUs/newsReleases.asp?release=04-29-05a.asp

Borden Chemical, Inc., a leading supplier of thermoset and other high performance resins, adhesives and specialty materials, announced today it has completed its acquisition of Bakelite AG from its parent company, Rutgers AG. The Bakelite business will continue to be headquartered in Iserlohn-Letmathe, Germany.

The acquisition is integral to Borden Chemical’s plan, announced Monday, to form the world's largest producer of thermosetting resins and specialty materials by merging with Resolution Performance Products LLC and Resolution Specialty Materials LLC. Upon completion of those transactions, the new combined company will be named Hexion Specialty Chemicals, Inc.

The Bakelite acquisition provides us with a strong presence in continental Europe, additional phenolic resin technology and products, and a new technology platform in epoxy resins,” said Craig O. Morrison, president and CEO for Borden Chemical. "With our announced merger with the Resolution companies, we believe our combined company will be leader in providing a comprehensive range of thermoset bonding and binding solutions to industrial customers."

Bakelite is one of the best-known names in the synthetic resins industry. It is recognized for its strong technical solutions that deliver value across a broad range of customer applications. Bakelite has 13 manufacturing operations located in Germany, Finland, Italy, Spain, the Czech Republic and Korea.

Including Bakelite, Borden Chemical now has 61 manufacturing locations throughout North and South America, Europe and Asia serving strategic global markets. Upon closing of the merger with the Resolution companies, the combined Hexion Specialty Chemicals entity will have 86 manufacturing locations throughout the world.

"This manufacturing footprint will enable us to serve our customers regardless of where their operations are located, and provides an efficient network to rapidly move new technologies and products to markets around the world," Morrison said. "The Bakelite acquisition greatly expands our international operations, particularly in Europe and Asia, and the upcoming Resolution merger helps create a company with true global reach," he added.

The Europe-based investment banking firm Dresdner Kleinwort Wasserstein advised Borden Chemical on the Bakelite transaction.

Borden Chemical is a leading producer of binding and bonding resins, performance adhesives, and the building-block chemical formaldehyde for various wood and industrial markets. The company is owned by the investment firm Apollo Management, L.P. and is based in Columbus, Ohio. More information on Borden Chemical can be found on its website at http://www.bordenchem.com.

2006/1/31 Hexion

Hexion Specialty Chemicals Completes Purchase Of Coatings & Adhesives Business From The Rhodia Group
http://www.hexionchem.com/english/PDF/PressRelease20060131-HexionCompletesPurchaseofRhodiabusiness.pdf

Hexion Specialty Chemicals, Inc., the world’s largest producer of thermoset resins, announced today it has completed its purchase of the decorative coatings and adhesives business unit of The Rhodia Group.
The business produces emulsion and powder latexes, pressure sensitive adhesives and anti-foam agents, acrylic resins and coating latexes for various applications and markets from 8 locations in Europe, Latin America and the Asia-Pacific region. It had 2004 sales of Euro 150 million and employs approximately 440 people. It will become part of Hexion’s Coatings & Inks Division, which produces thermoset resins and materials for diverse markets including coatings, inks and composites. The manufacturing facilities are located in Ribecourt and Bolbec, France; Leuna, Germany; Asua, Spain; Paulinia, Brazil; Clayton, The United Kingdom; Boxhill, Australia; and, Samutsakorn, Thailand.
“This acquisition is the latest part of our ongoing effort to build a leading position in the coatings and inks markets and to bring our customers globally the best technologies and products that meet their application needs,” said Jeff Nodland, president of Hexion’s Coatings & Inks Division. “Along with the business come an excellent team of people and strategically located manufacturing sites that will help us better serve our customers. We believe this transaction brings value not only to Hexion, but to the industries we serve.”

About Hexion Specialty Chemicals, Inc.
Based in Columbus, Ohio, Hexion Specialty Chemicals combines the former Borden Chemical, Bakelite, Resolution Performance Products and Resolution Specialty Materials companies into the global leader in thermoset resins. Hexion serves the global wood and industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries. Hexion Specialty Chemicals is owned by an affiliate of Apollo Management, L.P. Additional information is available at www.hexionchem.com.

2007/1/31 Hexion

Hexion Specialty Chemicals Completes Purchase Of Orica Limited's Adhesives & Resins Business

Hexion Specialty Chemicals, Inc. announced today that it has completed its purchase of the adhesives and resins business of Orica Limited. The purchase price was not disclosed.

The Orica adhesives and resins business manufactures formaldehyde and formaldehyde-based binding resins used primarily in the forest products industry. The business includes three manufacturing facilities located in Deer Park (Victoria) Australia, and Mountview and Hornby, New Zealand. The business had 2005 sales of $104 million and employs 100 people. "We are delighted to complete this transaction and welcome the business and its associates into Hexion," said Craig O. Morrison, Chairman and CEO. "This acquisition strengthens our presence in the Asia-Pacific region and will enable us to expand our service to the forest products marketplace." The Orica business produces formaldehyde and downstream resin systems including ureaformaldehyde, melamine-formaldehyde, phenol-formaldehyde and additional formulations. These products are used primarily to produce wood panels such as particleboard, medium-density fiberboard and plywood. Its resins also are used in overlays for laminates and veneers, in engineered timber products such as laminated veneer lumber and finger joinery, and in insulation applications.

About Hexion Specialty Chemicals, Inc.
Based in Columbus, Ohio, Hexion Specialty Chemicals is the global leader in thermoset resins. Hexion serves the global wood and industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries. Additional information is available at www.hexion.com.

About Orica Limited
Orica is a publicly listed Australian company operating in over 50 countries with annual sales of about US$3 billion. It is the leader in its chosen markets, globally in commercial explosives and regionally in chemicals and paints. Additional information is available at www.orica.com.

2007/5/25 Hexion

Hexion Specialty Chemicals To Acquire German Resins Business From ARKEMA

Hexion Specialty Chemicals, the world's leading global source for thermoset resins, announced today that it has reached a definitive agreement to acquire the German resins and formaldehyde business of ARKEMA GmbH.

Terms of the agreement were not disclosed.  The transaction is subject to normal governmental reviews and is expected to close during the third quarter.

Based in the Leuna industrial park, located in east central Germany, the ARKEMA German resins and formaldehyde business manufactures formaldehyde and formaldehyde-based resins including urea-formaldehyde, phenol-formaldehyde and melamine-based resin systems.  These resins are used to manufacture engineered wood panels including oriented strandboard, particleboard and medium density fiberboard.  The business also produces impregnation resins used to laminate decorative paper surfaces to wood products.  The business employs 100 people and had 2006 revenues of approximately Euro101 million. 

"The ARKEMA German resins and formaldehyde business is a tremendous fit for Hexion as we expand our forest product resins business to serve our global customer base," said Joseph Bevilaqua, president of the company's Phenolic & Forest Product Resins Division.  "This acquisition will give us a strong position in Germany, the largest wood panels market in Europe, and ready access to growing markets in Eastern Europe.  It also complements both our existing European presence and our leading positions in the Americas and the Asia-Pacific region."

About Hexion Specialty Chemicals, Inc.
Based in Columbus, Ohio (USA), Hexion Specialty Chemicals is the global leader in thermoset resins. Hexion serves the global wood and industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries.  Hexion had 2006 sales of $5.2 billion and employs more than 7,000 associates.  Additional information is available at www.hexion.com.