March 9, 2005 Great Lakes Chemical

Crompton Corporation and Great Lakes Chemical Corporation Announce Merger to Create Major New Specialty Chemicals Company
http://www.e1.greatlakes.com/corp/news/jsp/recent_news_detail.jsp?contentfile=03092005_proposed_merger_with_crompton.htm

-- Creates Third Largest U.S. Specialty Chemicals Company --
-- Company to Have Leading Positions in Multiple High-Value Niches --
-- Accretive to EPS Beginning in 2006 --
-- Experienced Management Team to be Led by Crompton Chairman and CEO Robert L. Wood --

Crompton Corporation (NYSE: CK) and Great Lakes Chemical Corporation (NYSE: GLK) announced today that they have entered into a definitive merger agreement for an all-stock merger transaction, which will create the third-largest publicly traded U.S. specialty chemicals company. The new company will have combined pro forma 2004 revenues of more than $4.1 billion and a market capitalization of nearly $3.2 billion. It will hold leading positions in high-value specialty chemical niche businesses including plastics additives, petroleum additives, flame retardants and pool chemicals. Additionally, the combined company will maintain strong positions in castable urethanes and crop protection chemicals.

Under terms of the agreement, which has been unanimously supported by the boards of directors of both companies, Great Lakes shareholders will receive 2.2232 shares of Crompton common stock for each share of Great Lakes common stock they hold. The transaction is expected to be tax-free to Great Lakes’ shareholders. The exchange ratio represents a 10.1% premium over Great Lakes’ closing share price on March 8, 2005, and equates to $29.92 per Great Lakes share. Based on the March 8th price, the transaction is valued at $1.8 billion, including approximately $250 million of Great Lakes net debt and minority interest.

The new company will be owned 51 percent by Crompton shareholders and 49 percent by Great Lakes shareholders on a fully diluted basis. Robert L. Wood, currently chairman, president and CEO of Crompton, will serve in those capacities for the combined company, which will be headquartered in Middlebury, Connecticut. In addition to Robert L. Wood, the board of directors will have five directors from each side, for a total of eleven directors. The new company expects to maintain Crompton'sexisting cash dividend level of $.05 per quarter.

“This combination represents an excellent strategic fit between two companies with complementary business portfolios and will create a company with a strong financial profile,” said Robert L. Wood, chairman, president and CEO of Crompton. “It takes us a long way towards our goal of holding leading global positions in true value-added specialty chemicals businesses. In addition to significant operating synergies, we immediately gain greater geographic reach in plastics additives. Building on the increasing profitability of both companies, we see an opportunity with these solid platforms to accelerate our momentum in delivering higher earnings and stronger cash flow.

“Leveraging our recent experience at Crompton, we will execute a well planned, disciplined and comprehensive integration program and expect recurring annual cost savings of $90 million - $100 million, to be achieved in most part by 2006. The combined company will be well capitalized, and will have sufficient liquidity to execute on its business plan,” said Wood.

“We believe this merger provides immediate value creation for our shareholders through the upfront premium and significant synergy opportunities to be realized over the next 18 months,” said John J. Gallagher, III, acting CEO of Great Lakes. “Further, by combining with Crompton, we create a leading global specialty chemicals company with a portfolio of businesses capable of delivering long-term shareholder value. This transaction will result in a company that is stronger and better positioned. The combination creates options and flexibility that operating as two separate companies would not provide.”

The transaction is expected to be accretive to the combined company's2006 earnings per share and cash flow per share. In addition to significant cost synergies, the combined company expects to realize cash flow benefits related to utilization of Crompton'snet operating losses. One-time pre-tax closing costs are expected to be approximately $35 million - $40 million. The combined company also expects to incur one-time pre-tax integration costs of approximately $90 million - $100 million.

In addition to Robert L. Wood as chairman and CEO, Karen Osar will serve as CFO, Robert Weiner will head Supply Chain Operations, and Gregory McDaniel, Crompton'ssenior vice president, Strategy and New Business Development, will lead the integration activities. Myles Odaniell will head the combined company'sSpecialty Chemicals segment, Marcus Meadows-Smith will head Crop Protection and Great Lakes’ Kevin Dunn will head Consumer Products for the combined company. Other management positions will be filled through the integration process, utilizing personnel from both companies.

The transaction, which is expected to close by mid-year, is subject to regulatory approvals, approval by shareholders of both companies and other customary conditions. Morgan Stanley and Citigroup Global Markets Inc. acted as financial advisors to Crompton on this transaction and Merrill Lynch & Co. acted as financial advisor to Great Lakes.

In 2004, Crompton had total revenue of approximately $2.55 billion and a net loss of $34.6 million. Great Lakes had total revenue of $1.6 billion and net income of $62.9 million in the same period. At December 31, 2004, Crompton and Great Lakes had 4,800 and 3,700 employees, respectively.

About Crompton
Crompton Corporation, with annual sales of $2.55 billion, is a producer and marketer of specialty chemicals and polymer products and equipment. Additional information concerning Crompton Corporation is available at www.cromptoncorp.com.

About Great Lakes
Great Lakes Chemical Corporation is the world's leading producer of certain specialty chemicals for such applications as water treatment, household cleaners, flame retardants, polymer stabilizers, fire suppressants, and performance products. The stock of the company is traded on the New York Stock Exchange.

May 9, 2005 Great Lakes Chemical

Great Lakes Chemical Corporation and Crompton Corporation Announce New Company Name, Effective When Merger is Complete
http://www.e1.greatlakes.com/corp/news/jsp/recent_news_detail.jsp?contentfile=05092005_new_company_name.htm

Great Lakes Chemical Corporation (NYSE: GLK) and Crompton Corporation (NYSE: CK) announced today that once their merger is complete, the new company will be known as “Chemtura” (pronounced chem-CHOOR-a) Corporation.
“Selecting a new name is an important milestone in the process of forming our new company,” said Crompton Chairman and CEO Robert L. Wood, who will serve in the same capacity for Chemtura. “We selected the name ‘Chemtura’ to represent the chemical company of the future, an organization whose vision is to become the world'sbest specialty chemicals company.

“Our new name will reflect that our merger has created a new company,” said Wood. “We will not be Crompton. We will not be Great Lakes. We will be the Chemtura team, focused on the future.”

To develop a new name, Crompton and Great Lakes employed Siegel & Gale, a New York City firm that specializes in brand strategy and identity. The firm’s process included conducting extensive interviews with business heads, financial analysts, customers and groups of employees of both companies. The firm suggested several names, and a committee made up of Crompton and Great Lakes senior leaders and communications personnel selected “Chemtura.”

“I am very excited about having a new name,” Wood said. “It will give the combined company a fresh start and the opportunity to build a world-class organization that will continue to learn and evolve and that, as a team, is focused on one goal: to be the best.”

As a Delaware corporation, Crompton must abide with the Delaware law requirement that changes to its certificate of incorporation, including a name change, must be approved by a majority of shareholders entitled to vote. Crompton shareholders will vote on whether or not to approve the Chemtura name at the same time that shareholders of both companies vote on the merger. The merger is expected to close by mid-year.

About Great Lakes:
Great Lakes Chemical Corporation is the world's leading producer of certain specialty chemicals for such applications as water treatment, household cleaners, flame retardants, polymer stabilizers, fire suppressants, and performance products. The stock of the company is traded on the New York Stock Exchange. Additional information concerning Great Lakes Chemical Corporation is available at www.greatlakes.com.

About Crompton:
Crompton Corporation, with 2004 sales of $2.5 billion, is a producer and marketer of specialty chemicals and polymer products. Additional information concerning Crompton Corporation is available at www.cromptoncorp.com.

2006/10/30 Chemtura

Chemtura Sells Its Interest in Davis-Standard, LLC for $72 Million; Revises 2006 Earnings Expectations

Chemtura Corporation announced that it has sold its majority interest in the Davis-Standard, LLC polymer processing equipment joint venture to partner Hamilton Robinson LLC for approximately $72 million in cash, plus an additional $8 million that is contingent upon certain post-closing determinations.

D-S LLC, headquartered in Pawcatuck, Conn., had revenues for the fiscal year ended Sept. 30, 2006 of approximately $250 million and was classified in Chemtura's financials as an equity investment.

"This transaction is completely consistent with our strategy of focusing our resources on our core businesses. Formation of the joint venture with a partner who could improve productivity, had global reach and for whom this was a core business helped us realize significantly higher value than had we kept it in our own portfolio," said Robert Wood, chairman and chief executive officer. "This sale, as well as the sale of the Industrial Water Additives business earlier this year, is another positive step in transforming our portfolio to one that will deliver consistently higher earnings. The proceeds from this transaction will be invested in our core specialty chemical businesses and further debt reduction as will proceeds from other transactions we expect to announce in the near future."

Wood continued, "Despite aggressive actions on multiple fronts to reshape the portfolio and strengthen businesses, our earnings have not yet caught up with our actions. In part, there is a longer than expected lag between volume recapture and margin recovery. This, coupled with softness in Crop in Latin America, will result in third quarter and second half earnings that will be substantially below prior expectations. We will discuss the actions we are taking and progress made in our Nov. 2 press release and Nov. 3 conference call."

About Chemtura Corporation
Chemtura Corporation, with pro forma 2005 sales of $3.9 billion, is a global manufacturer and marketer of specialty chemicals, crop protection and pool, spa and home care products. Additional information concerning Chemtura is available at www.chemtura.com.

About Davis-Standard, LLC
Davis-Standard, LLC has facilities in Pawcatuck, Conn.; Somerville, N.J.; and Fulton, N.Y.; as well as in Germany and the UK. Davis-Standard, LLC is a global leader in the design, development and manufacturing of extrusion systems, feedscrews, barrels, and process controls for the flexible web converting, plastics processing and rubber industries. For more information, visit www.davis-standard.com.

November 11, 2006 Chemtura

Chemtura Announces Lion Chemical Capital as Buyer in Expected Sale of EPDM and Certain Rubber Chemicals Businesses

Chemtura Corporation announced that Lion Chemical Capital, LLC is the potential buyer of the company’s EPDM business and the Rubber Chemicals businesses associated with Geismar, Louisiana as well as FlexzoneR antiozonants worldwide. The letter of intent was signed and announced Nov. 2. The companies expect that a definitive agreement will be completed by year-end.

Chemtura is selling EPDM and Rubber Chemicals in order to focus more intently on its core businesses.

“We are very happy to be selling these businesses to a company for which they will be core and strategic,” said Chemtura Chairman and CEO Robert L. Wood. “We believe this will be beneficial for our customers.”

Lion plans to merge the two businesses into its existing Lion Copolymer business, located in Baton Rouge, La. Lion Copolymer is a leading manufacturer and marketer of synthetic rubber.

Peter De Leeuw, chairman of Lion Copolymer, said, “We think the Chemtura businesses are excellent additions to our existing synthetic rubber business. All these businesses will be core to our future and will position us to provide exceptional offerings of rubber-based products and services to customers throughout much of the world. We intend to expand our research and technical service to ensure that customers can count on us to provide solutions for their product needs.”

Lion Copolymer CEO Paul Saunders said, “I am pleased that the EPDM and Rubber Chemicals businesses will be part of our family. We share the same high standards for safety, environmental compliance, customer service and high value for our associates that operate our facilities. Since acquiring the SBR business in 2005, we have invested in the people and facilities at our Baton Rouge plant under Lion Copolymer and plan to do the same for the new businesses at Geismar, La.”

The EPDM and Rubber Chemicals businesses being sold had revenues for the twelve months ended Sept. 30, 2006 of approximately $300 million. The transaction is subject to regulatory approvals. Proceeds from the sale will be used primarily for debt reduction.

Lion Chemical Capital
Lion Chemical Capital is a private equity firm focused on investing in premier businesses operating in the chemical and related industries. Lion leverages its founders' extensive experience in the chemical industry, executive management, private equity and investment banking. Target investments are highly selective and possess key attributes such as market and technological leadership and strong management.

Chemtura Corporation
Chemtura Corporation, with pro forma 2005 sales of $3.9 billion, is a global manufacturer and marketer of specialty chemicals, crop protection and pool, spa and home care products. Additional information concerning Chemtura is available at www.chemtura.com.

Jan 25, 2008 Chemtura

Chemtura Announces Agreement to Sell Oleochemicals Business to PMC Group NA Inc.

Chemtura Corporation today announced that it has reached agreement to sell its global oleochemicals business to PMC Group NA Inc. for an undisclosed amount, subject to financing and other conditions including customary closing conditions. Included in the transaction is Chemtura's production facility at Memphis, Tenn. Proceeds from the sale will be used primarily for debt reduction.

The transaction is expected to close by the end of the first quarter.

The oleochemicals business had revenues for 2007 of approximately $175 million.

"This transaction will be another step in improving our polymer additives business by strategically divesting product lines to better focus on the products and businesses where we have our greatest strengths and leading market positions," said Chemtura Chairman and CEO Robert L. Wood. "PMC Group NA Inc. is committed to this business and its growth, which will be an advantage to both customers and employees."

Chemtura's Memphis facility has about 260 employees, who are expected to transfer to PMC Group NA Inc. The facility produces fatty acids, fatty esters, glycerin approved for pharmaceutical applications, glycerol esters, amides, bisamides, stearates and triglycerides. The Memphis plant is the only producer of primary amides in North America for the plastics additives market.


Chemtura は2005年にCrompton とGreat Lakes Chemical が合併して設立された会社で、樹脂添加剤では世界最大のメーカー。

2008/5/28 domain-b.com

Blackstone and Apollo in talks to buy Chemtura

Private equity firms Blackstone Group LP and Apollo Management LP, both basd in New York, are reported to be in early stage discussions to acquire chemicals maker Chemtura Corp, which reported an operating loss of $6 million in the three months ended 31 March compared with an income of $11 million in the same period last year.

While the two are said to be finalising financing for the deal, Chemtura would not comment, saying its strategic review was still underway and it would issue a communique in the event of developments.

Apollo and Blackstone are familiar with the cehmicals industry with the latter having teamed up with Goldman Sachs in 2003 to acquire water treatment and process chemical technologies company Nalco Holding's predecessor. Similarly, Apollo owns Hexion Specialty Chemicals Inc, which bid $10.8 billion in June last year to acquire Huntsman Corp though the deal been held up due to regulatory hurdles.

If the potential buyout of Chemtura materialises, it would be the fifth deal of over $1 billion taking a listed company private. In December the chemicals maker had begun weighing strategic alternatives, for which it hired investment banker Merrill Lynch to help with the review, after attempts to sell itself failed. It then began looking at alternatives including divestitures, acquisitions, changes to its capital structure or a possible outright sale or merger of the entire company.

Subsequently in January, it agreed to sell its global oleochemicals business to PMC Group for an undisclosed sum followed by the sale of its fluorine chemicals business to DuPont Co next month. Prior to announcing its strategic review, Chemtura had sold its optical monomers business to Acomon AG, an affiliate of Munich private equity firm Auctus Management GmbH & Co. KG. According to the chemicals maker, theses sales were part of its efforts to strengthen its main businesses, including its polymers additives portfolio.

However, taking the certainity of taking Chemtura private remains bogged down in the wrangling over its valuation, which on the basis of its current stock price of $8.47 has been pegged at around $3 billion, including debt.

However, its range of analystst feel the diversity of its businesses could put off potential acquirers - Chemtura has a presence in, consumer products like pools and spas, crop protection and fumigants, domestic cleaners, pools and spas, petroleum additives and flame retardants, and performance specialties, which consists of urethanes and petroleum additives and lubricants.

Chemtura was formed through Crompton Corp's acquisition of Great Lakes Chemical Corp. for $1.8 billion in 2005. In 2007 it had combined sales of $3.75 billion, up from $3.46 billion in the previous year.

June 26, 2008 Chemtura

Chemtura Updates Strategic Alternatives Review

On Dec. 18, 2007, Chemtura Corporation announced that a special committee of its board of directors and the company's financial advisor, Merrill Lynch & Co., would explore a variety of strategic alternatives. Chemtura's board of directors announced today that, after thoroughly exploring a potential sale, merger or other business combination involving the entire company, it has concluded that shareholders' interests will be best served by continuing to operate as a stand-alone company and focusing on its own growth and efficiency initiatives. The board has terminated discussions on a potential sale, merger or other business combination after determining that such discussions are unlikely at this time to result in an offer at a sufficiently attractive price.

The board of directors has instructed management, the special committee, and Merrill Lynch to continue active consideration of the company's other strategic options, including (among other options) select business divestitures, value-creating acquisitions, joint ventures and changes in the company's capital structure, which could include a stock repurchase program.

While the company's evaluation of strategic alternatives continues, there can be no assurance that this process will result in any specific transaction. The company does not expect to disclose any further developments regarding the exploration of strategic alternatives unless and until its board of directors has approved a transaction or a strategic alternative.

Chemtura Corporation, with 2007 sales of $3.7 billion, is a global manufacturer and marketer of specialty chemicals, crop protection and pool, spa and home care products. Additional information concerning Chemtura is available at www.chemtura.com.

2009/3/18　Chemtura

Chemtura Corporation's U.S. Operations File Voluntary Chapter 11 Petitions to Facilitate Financial Restructuring
　　Company's Non-U.S. Operations Not Included in Filing; Worldwide Operations to Continue Without Interruption
　　Receives Commitment for $400 Million of Debtor-in-Possession Financing

Chemtura Corporation today announced that it and 26 of its U.S. affiliates (together, the "Company") have filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the "Court").

Chemtura's non-U.S. subsidiaries were not included in the filing and will not be subject to the requirements of the U.S. Bankruptcy Code. Chemtura's U.S. and worldwide operations are expected to continue without interruption during the restructuring process.

Craig A. Rogerson, Chemtura's Chairman, President and Chief Executive Officer, said, "Like other companies in our industry and around the world, Chemtura's order volumes have declined markedly in recent months due to the impact of the global economic recession on our customers and the industries they serve. This has led to a significant decrease in our liquidity and cash flow. Despite our efforts to increase liquidity, including through the potential sale of a business, our reduced liquidity position, combined with the anticipated expiration of our bank waiver, led us to determine that a court-supervised restructuring was the best course of action. Through this process, we will continue to focus on operating our business while continuing our efforts to strengthen our balance sheet and gain financial flexibility in order to position Chemtura as a strong, viable, and profitable competitor in the specialty chemicals marketplace."

Today Chemtura announced that, in conjunction with the filing, it has received a commitment for up to $400 million in debtor-in-possession (DIP) financing from Citibank, N.A., as administrative agent. Upon Court approval, the DIP financing, combined with cash from the Company's ongoing operations, will be used to support the business during the Chapter 11 process. In addition, the Company anticipates that it will continue to meet its obligations going forward to its employees, customers and suppliers.

"Chemtura has a solid, diverse portfolio of businesses with strong operations around the world, and our lenders have shown tremendous confidence in our business by providing additional funding," Rogerson said. "We look forward to working together with all of our stakeholders to complete a successful financial restructuring. Our worldwide operations are expected to continue without interruption throughout the restructuring process, and Chemtura remains committed to providing our customers with the highest quality products and services. We appreciate the ongoing dedication of all our employees, whose hard work is critical to our success and the future of the Company. I would also like to thank our customers, suppliers and business partners for their continued support during this process."

As previously announced on December 11, 2008, in response to declining order volumes, the Company has taken a number of actions to reduce costs and improve liquidity, including realigning its businesses into strategic business units, suspending the payment of dividends, reducing inventories, reducing fixed costs by $50 million, adjusting plant production rates to meet reduced customer demand, aggressively managing working capital and establishing a new Executive Committee to oversee these initiatives. In addition, on February 25, 2009, the Company announced plans to further reduce inventories and to restrict capital expenditures to approximately $60 million during fiscal year 2009.

Chemtura will file a series of motions today with the Court to ensure the continuation of normal operations, including requesting Court approval to continue paying employee wages and salaries and providing employee benefits without interruption. The Company has also asked for authority to continue honoring all current customer policies and programs to ensure that the restructuring process will not negatively affect its customers. The Company expects that the Court will approve these requests. During the Chapter 11 process, suppliers will be paid in full for all goods and services provided after the filing date as required by the Bankruptcy Code, and Chemtura has taken steps to ensure continued supply of goods and services to its customers.

Chemtura has established a toll-free Restructuring Information Hotline for employees, suppliers, customers, investors and other interested parties, in the United States at 866-967-0261 or internationally at 310-751-2661. More information is also available on Chemtura's Web site, www.chemtura.com, where the Company has set up a special restructuring section. For access to Court documents and other general information about the Chapter 11 cases, please visit www.kccllc.net/chemtura.

Chemtura Corporation (NYSE: CEM), with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Learn more about us on our Web site at www.chemtura.com.

2008年度損益 （百万ドル）