ICI Agrees Sale of Synetix for £260 Million
Imperial Chemical Industries PLC has agreed to sell its catalyst business, Synetix, to Johnson Matthey plc for a total of £260 million in cash. Net proceeds after tax and other costs are expected to be about £210 million, and will be used to reduce indebtedness.
Completion of the transaction is expected in the fourth quarter, subject to regulatory approval and, in the case of ICI India Limited, to shareholder approval. ICI India will recommend the sale of its catalyst business to its shareholders.
The agreement follows the strategic decision by the ICI Board, announced on January 31, 2002, to divest the Synetix business. ICI Chief Executive Brendan O'Neill welcomed the news, commenting that "the agreement represents excellent value for ICI and its shareholders, confirming our expectations when we announced our intent to sell the business."
Synetix focuses on the sales of catalysts and service technologies in key market segments of edible oils, polymerisation, methanol, ammonia, oil and gas, chemicals, fine chemicals and oleochemicals. The business has catalyst production facilities in several countries and is headquartered at Billingham in the UK. It has approximately 800 employees, who will transfer to Johnson Matthey, and about 5,000 customers in 85 countries.
For the year ended December 31, 2001, Synetix had sales of £146 million, trading profit of £24 million and at December 31, 2001 had net operating assets of £109 million.The transaction is expected to give rise to a profit after tax of around £85 million which will be accounted for as an exceptional item in the fourth quarter.
ICI is one of the world's largest producers of specialty products and paints. It is a global leader in creating, developing, making and marketing ingredients for foods and personal care, specialty polymers, electronic materials, fragrances and flavours. Together with its traditional strengths in paints, ICI is a major player in the worldwide development of sensory products. Products made by ICI are the vital ingredients that add value to its customers' products and processes. ICI has 38,000 employees worldwide, and had sales in 2001 of £6.4 billion.
ICI Completes Sale of Polyurethanes, Tioxide and Selected Petrochemicals for £1.7 Billion
ICI has completed the sale of its polyurethanes, titanium dioxide and selected petrochemicals businesses to Huntsman, the largest privately owned chemicals group in North America, for an anticipated aggregate consideration of £1.7 billion.
The disposal of these businesses continues ICI's strategic shift towards specialty products and paints.
Initial gross proceeds to ICI from the disposals are expected to total approximately £1.4 billion, comprising £1.25 billion in cash already received on completion and £150 million of HICI Notes, which are expected to be marketed six months after completion.
Net cash proceeds from the transaction which was first announced on April 15, will be used to reduce Group indebtedness.
Huntsman has acquired the businesses through a new company, Huntsman ICI Holdings ("HICI") established in partnership for that purpose. HICI, which also includes Huntsman's US propylene oxide assets, will be controlled by Huntsman, and ICI will retain a 30 per cent shareholding. ICI's investment in HICI has an estimated current value of around £300 million.
Completion of the agreement announced on June 1 under which HICI would purchase BP Amoco's 20 per cent share of the olefines manufacturing plant and related assets at Wilton has also been achieved. ICI's 80 per cent share of the plant has been transferred to HICI for a nominal amount.
Since May 1997, ICI has completed more than 40 disposals and the value of the total gross proceeds from the divestment programme, either agreed or completed, now exceeds £5.6 billion.
The disposal of ICI Polyurethanes, Tioxide and selected petrochemicals is a significant advance in the programme to dispose of ICI's industrial chemicals and materials businesses.
ICI is continuing to pursue vigorously the sale of most of its residual industrial chemicals businesses and the remaining materials business, ICI Acrylics. Further announcements will be made in due course.
Divestment of ICI's Investment in Huntsman ICI
ICI and Huntsman have agreed terms relating to the sale by ICI of its residual 30% equity ownership in Huntsman ICI Holdings LLC ("HICI") to Huntsman Specialty Chemicals Corporation or its nominee ("Huntsman") for $365m (£250m) plus interest accruing until completion.
The deal is conditional upon a number of approvals, including regulatory approvals, and upon ICI selling its remaining HICI Subordinated Notes. Under the deal, once the conditions have been satisfied, Huntsman can call the equity at any time up to June 30th 2001 or ICI can require Huntsman to purchase the equity from April 1st 2001 until June 30th 2001. The timing of exercise of either option may be extended by a maximum of 30 days in certain circumstances. The sale of both equity and bonds is likely to be completed by around mid-2001. ICI expects that the total gross proceeds from the disposal of its investment in HICI will be more than £400m.
HICI was established as a subsidiary of Huntsman Corporation when ICI agreed to sell its Polyurethanes, Tioxide and selected Petrochemicals businesses to HICI, in 1999. In addition, Huntsman contributed its US Propylene Oxide and MTBE businesses to the new company. ICI retained a 30% equity stake. The agreed price for the equity of $365m represents a return to ICI of 35% on its original investment as at June 1999.
Net cash proceeds from the sale, after deducting tax and other costs are expected to be about £330m and will be used to reduce group indebtedness. ICI's shareholding in HICI and the HICI notes have been accounted for as an associate in the Group's financial statements. At end September 2000, the investments had a net book value of £205m and ICI expects to record a profit after tax on the disposal of at least £100m.
ICI does not receive dividends on its equity investment in HICI and the notes contribute accrued (non-cash) interest. At the nine months ICI's Group results included a total of £47m of pre-tax profits.
Had the disposal occurred at the beginning of 2000, it would have had a dilutive impact on reported earnings for the nine months to September 30th 2000 but an accretive impact on a cash basis.
ICI agrees sale of interests in Huntsman International Holdings
ICI has reached agreement with CSFB Global Opportunities Partners, L.P. for the sale of ICI's interests in Huntsman International Holdings ("HIH" formerly Huntsman ICI ). Net proceeds, before interest, to be received by 15 May 2003 are expected to be circa US$430million (£295million) of which US$160million (£110 million) has been received.
ICI Chief Executive Brendan O'Neill said: "This is a very good deal for ICI and its shareholders. It delivers excellent value overall, enables us to turn part of our investment into cash now and to get the remainder
earlier than previously anticipated. It also means we can further focus our attention on building and developing our own businesses within the specialty products and paints markets."
ICI's interests in HIH comprise a holding of subordinated loan notes ("the Notes") in HIH, and an entity called ICI Alta Inc ("ICI Alta"). ICI Alta is a wholly owned subsidiary of ICI which owns ICI's thirty per cent shareholding in HIH ("the Shareholding") and a contract ("the 2001 Contract") for the sale of the Shareholding to Huntsman Specialty Chemicals Corporation ("HSCC"), as announced on December 21, 2001. Under the 2001 Contract, ICI Alta received a pledge from HSCC of thirty per cent of the shares in HIH.
The aggregate gross purchase price payable for the Notes and ICI Alta will be US$440 million (£301 million) before interest. Of this amount, US$160 million (£110 million) has been received. The remaining US$280 million (£191 million) will be payable on 15 May 2003, with the purchaser having the option to pay all or part of the amount due prior to 15 May 2003 by means of instalment payments. Other than the US$160million (£110million) already received, sums due from the purchaser will carry interest from May 2002 to the date of payment.
Ownership of the Notes has been transferred; ownership of ICI Alta will be transferred when the full purchase price has been received.
As security for the outstanding purchase price, the Notes will be pledged back to ICI. This pledge will be released when ICI has received in aggregate at least US$260 million (£178 million) of the total purchase
price. When ICI has received at least US$350 million (£240 million) of the total purchase price, ICI will release ICI Alta's existing pledge over twenty one of the thirty percent shareholding in HIH pledged by HSCC to ICI
and reduce the amount due from HSCC to ICI Alta under the 2001 Contract by fifty per cent. If no instalment payments are made, the 2001 Contract will remain in place on its existing terms until ICI has been paid the full
US$440 million (£301 million).
In the ICI Group's financial statements, HIH has been accounted for as an associate, and as at 31 December 2001, the net book value of the Shareholding and the Notes was £228 million. ICI has not received any dividends from ICI Alta, nor has it received any cash interest on the Notes. The ICI Group results for the twelve months ended 31 December 2001 included a £12 million loss before tax and exceptional items attributable to the Shareholding and £27million interest receivable from the Notes. As a result of today's agreement, ICI will now account for the Notes as sold (with some of the purchase price outstanding) and will treat HIH as an
investment, rather than an associate, until ICI has received the purchase price in full. At that time, ICI expects to record a profit after tax on the disposal of circa £55 million.
If the disposal of the Notes and ICI Alta had occurred at the beginning of 2001, the impact on the ICI Group's earnings before exceptional items would have been broadly neutral for the twelve months ended 31 December 2001. If the disposal of the Notes and ICI Alta had occurred at the beginning of 2002, it would have been earnings enhancing for the three months ended 31
The sale of ICI Alta is subject to certain conditions principally relating to regulatory clearances.
Notes to Editors
HIH (formerly Huntsman ICI) was established when ICI agreed to sell its Polyurethanes, Tioxide and selected Petrochemicals businesses to HIH in 1999. HSCC contributed its US Propylene Oxide and MTBE businesses to HIH at the same time. At that time ICI agreed to retain a stake comprising a 30 per cent shareholding and the Notes for at least 3 years.
In November 2000 ICI announced it had agreed a put option to sell the Shareholding to HSCC for $365 million plus interest. The agreement was conditional upon a number of approvals and upon ICI selling the Notes.
This transaction would have been due for completion around the middle of 2001.
The transaction was not completed and on October 31, 2001 ICI announced that it had exercised its put option over the Shareholding to HSCC. After a period of negotiation, in December 2001 ICI announced the arrangements under the 2001 Contract for the sale of the Shareholding to HSCC with completion due to take place in the third quarter of 2003. The 2001 Contract did not involve the sale of the Notes.
ICI Australia Starts A
New Era As Orica
ICI Australia's name change to Orica was launched today with a wave of celebrations across its sites around Australia, New Zealand, Fiji, PNG and Asia.
Managing director Philip Weickhardt said: "This is a time of celebration for all of us at Orica. We are now proudly displaying our new identity as we pave our own way into the 21st century."
Officially launching the new corporate identity at Orica's head office in Melbourne was Victorian Premier Jeff Kennett.
The name change follows the sale of ICI PLC's majority shareholding in July last year. The sale created an independent company with Australian, New Zealand and international operations and more than 40,000 new shareholders.
"Orica starts today, not as a fledgling company, but as a $3.6 billion enterprise employing 9200 people in more than 110 locations," Mr Weickhardt said.
"We may be stepping out with a new name, a new look and new aspirations for the future but we are definitely not starting from scratch. We are building on the solid foundation established over our long history - almost 70 years as ICI and over 120 years in Australia.
"Our separation from the ICI Group is providing us with new opportunities to grow. The soon to be completed acquisition of ICI PLC's explosives activities in the Americas and Europe is positive proof of this, adding nearly $800 million of sales to the Orica Group.
"Once the acquisition is complete, Orica will be the world's largest supplier of commercial explosives. The investment also provides an attractive business and geographical base for future growth of the Orica organisation."
Divestment of ICI's Chlor-Chemicals, Klea and Crosfield Operations
ICI has agreed terms with Ineos, a major global producer of Acrylics, Ethylene Oxide and derivatives, for the sale of its Chlor-Chemicals, Klea and Crosfield businesses. The consideration payable to ICI places a value on these businesses of about £325m in aggregate. Subject to certain conditions and regulatory approvals, completion is expected in January 2001 and net cash proceeds will be used to reduce Group indebtedness.
In the year to December 31, 1999 the Chlor-Chemicals, Klea and Crosfield businesses generated combined sales of £722m, operating profits of £3m and an operating cash outflow of £53m. The businesses had total assets less current liabilities of £387m as at December 31, 1999 including ICI's investment in EVC.
On a pro-forma basis, had they occurred at the beginning of 2000, these transactions in aggregate would have enhanced ICI's earnings by 8%.
Commenting on the agreement, ICI Chief Executive Brendan O’Neill said: “The transformation of ICI is essentially complete - a colossal undertaking over the last 3 years. Following the divestments announced today, significant earnings and cash flow volatility will be taken out of our results. The ICI management can now focus on converting the abundance of inherent opportunities we have into profitable growth.”
ICI was advised in these transactions by Goldman Sachs International.
Klea and Crosfield
Klea is one of the leading providers of fluorine-based products that are used most commonly to replace CFCs and HCFCs across a wide range of applications. Klea is a global business with a significant market share and customer base, and has a total of 390 employees.
Crosfield is one of the leading global manufacturers of products derived from silica and alumina, with significant global businesses in silicates, zeolites and silicas. Crosfield's products have applications as ingredients or process aids in detergents, paper, civil engineering, beverages, personal care, surface coatings and plastics, and the company has leading positions in a number of key markets and technologies. Crosfield has a total of 1,100 employees worldwide.
Ineos has agreed to acquire ICI's Klea and Crosfield businesses for a consideration of £300m, £250m of which will be paid in cash on completion with a further £50m cash expected no later than March 31, 2001, subject to usual working capital and other adjustments.
In order to fulfil its obligations under the agreement, ICI has agreed to procure certain third party interests and will discharge certain related liabilities. This will result in ICI's net debt increasing by around £70m.
Overall, the divestment is expected to result in a reduction of net debt in 2001 of about £150m. Legacy payments with a net present value of about £20m are expected in the longer term.
Chlor-Chemicals is one of the major chlor-alkali producers in Europe and a global leader in chlorine derivatives. The business is serviced by production sites in the UK, France, Germany and Thailand and has a total of 2,300 employees worldwide.
ICI will take a 15% shareholding in a new company established to purchase the Chlor-Chemicals business (“Ineos Chlor”). The ICI shareholding, which ICI expects to hold for at least 5 years, will be subject to put and call options in certain circumstances. The balance of the consideration will comprise loan notes ("the Notes") with a face value of £50m which accrue interest at 8% per annum.
ICI will lend to Ineos Chlor an initial amount of about £40m and provide an additional facility of up to £60m once Ineos Chlor has fully drawn down an additional external working capital facility. The ICI facilities will be available, at market related rates, for 5 years and may, if necessary, be extended for a further 2 years.
The ICI facilities together with Ineos Chlor's obligation to assume various Chlor-Chemicals contracts will be secured in favour of ICI. While any of these liabilities remain outstanding, ICI has certain rights under a shareholders’ agreement including, in the event of an Ineos Chlor default the right, for no consideration, to take control of Ineos Chlor if ICI judges that it is in its best interests to do so.
The Notes are to be redeemed over the period to 2010 out of available cash flow, although in certain circumstances the Notes can be redeemed on an accelerated discounted basis for a minimum of £25m. Any outstanding balance owing on the Notes in 2010 will convert prorata into warrants representing up to an additional 34% of Ineos Chlor's share capital if no repayment under the Notes had been made. ICI currently assesses the value of the Notes at £25m.
The divestment will result in legacy and other payments of about £130m by end 2001. Further legacy and other payments with a net present value of about £100m are expected in later years, offset in part by any cash received from the redemption of the Notes. These figures exclude borrowings by Ineos Chlor from ICI under the facilities described above.
ICI is one of the world's largest producers of specialty products and paints. It is a global leader in creating, developing, making and marketing ingredients for foods and personal care, specialty polymers, electronic materials, fragrances and flavours. Together with its traditional strengths in paints, ICI is a major player in the worldwide development of sensory products. ICI has a range of more than 50,000 products, 45,000 employees worldwide, and had sales in 1999 of $13.7 billion.
Goldman Sachs International, which is regulated in the UK by the Securities and Futures Authority Limited, is advising ICI in connection with the transactions and no-one else and will not be responsible to anyone other than ICI for providing the protections afforded to customers of Goldman Sachs International nor for providing advice in relation to the transactions
October 27, 2004 Financial Times
ICI deal cuts link to chlorine company
Chemicals giant ICI finally severed all ties with Ineos Chlor yesterday after the chlorine company agreed to forgo one last pounds 55m payment in exchange for ICI's 15pc stake in the business.
ICI sold its chlorine division to Ineos Capital three years ago in a deal that saw ICI write off pounds 100m and set aside pounds 60m for Ineos Capital to draw upon. As part of the arrangement ICI kept a 15pc stake.
Yesterday, ICI drew a line under the deal by writing off a further pounds 5m and transferring its 15pc stake to Ineos Capital. "Ineos [Capital] has now agreed to take over ICI's outstanding funding commitment to Ineos Chlor of pounds 55m," ICI said in a statement.
The decision came as a surprise because last year Ineos Capital claimed the factory in Runcorn would have to be shut with the loss of 10,000 jobs without a pounds 50m grant from the government.
The grant was approved and, with the pounds 60m committed from ICI and a further pounds 45m from Ineos Capital, the funds were set aside for the pounds 390m cost of refurbishing the Runcorn plant. "This was in addition to the original pounds 100m facility, which ICI agreed to provide the business as part of the acquisition by Ineos [Capital]," the Ineos Chlor statement added.
Ineos Chlor yesterday announced a revised package that will see "Ineos Holdings make available additional facilities to Ineos Chlor of pounds 91m". It said in a statement that ICI would "forgo over pounds 100m" in relinquishing its 15pc stake but made no mention of the additional pounds 55m that had been set aside.
An Ineos Chlor spokesman could not explain why the company had chosen to allow ICI to keep the pounds 55m, which a Deutsche Bank analyst said could be worth as much as 5p a share to the chemical giant. The spokesman would only say that Ineos Chlor wanted ICI's share in future profits.
A spokesman from the DTI said: "We are aware of the proposed funding changes for the project, which do require our consent, and we are currently considering them."
April 2, 2003 Financial Times
Akzo Nobel opens powder paints unit in Vietnam.
Akzo Nobel has opened a powder paints unit in Ho Chi Minh City, Vietnam in association with local company Chang Cheng Securities. The unit ( Akzo Nobel's 12th in Asia) will employ 80 people in making the whole of the group's Interpon range.
Akzo Nobel had already strengthened its position on the powder paints market with the acquisition of Ferro's operations in America and Pacific Asia (representing a turnover of $100 M). The deal gave Akzo Nobel 2 production units (Nashville, TN and Brecksville, OH) as well as a development laboratory in Cleveland, OH, a production unit in Ningbo, China and a stake in a joint venture in Ulsan, Korea. Akzo Nobel believes itself to be the world's leading producer of powder paints and the market leader in the technology used to produce them.
Akzo Nobel sells Rovin Stake to Shin-Etsu
Akzo Nobel N.V. and Shell Chemicals Ltd. have reached final agreement with Shin-Etsu Chemicals Co. Ltd. of Japan on the sale of their PVC joint Rovin v.o.f.
Rovin, the number four player on the European PVC-market is a 50/50 joint venture between Akzo Nobel and Shell. Rovin has a Vinyl Chloride Monomer plant on Akzo Nobel's Rotterdam Botlek site with annual production capacity of 550,000 tons and a PVC plant on Shell's Pernis site with 295,000 tons capacity. In addition, Rovin has a 90,000 tons processing arrangement at the Neste Chemicals PVC plant at Porvoo, Finland.
Discussions with Shin-Etsu started in 1998 and the three parties are pleased that final agreement has been reached following intense and complex negotiations. Implementation of the deal will be effective as of January 2000.
“This divestment fits our strategy of concentrating our Chemicals portfolio on high added value businesses in which we have or can achieve a leadership position. Shin-Etsu not only strengthens the position of Rovin but also of our chlor-alkali business on the Rotterdam Botlek site, as we will continue to supply chlorine under a long-term agreement” said Rudy van der Meer, Board Member responsible for Chemicals within Akzo Nobel.
Some 170 employees involved in the Rovin business will transfer to Shin-Etsu under a social protocol agreed with the Labor Unions. The Works Council has given a positive advise.
Shin-Etsu is a world-leading producer of PVC and enjoys strong manufacturing positions in Japan and the U.S. Both Akzo Nobel and Shell are convinced that Shin-Etsu is well placed to develop the Rovin business due to its strategic fit.
Shin-Etsu is an international industrial corporation with headquarters in Tokyo, Japan. Some of the major businesses of Shin-Etsu are PVC, semiconductor silicon, synthetic quartz, organic silicones, and rare earth magnets. Shin-Etsu is a leading global producer in each of these businesses. Through this acquisition Shin-Etsu also becomes the leading global producer in the PVC business with a total production annual capacity of some 2.6 million tons.
Akzo Nobel, based in the Netherlands, serves customers throughout the world with healthcare products, coatings, chemicals, and fibers. The company currently employs approximately 83,000 people in almost 70 countries. Consolidated sales for 1998 totaled EUR 12.5 billion (NLG 27.5 billion, USD 13.8 billion, GBP 8.4 billion). The financial results for the year 1999 will be announced on February 25, 2000. Demerger of Acordis will be effective as of year-end 1999.
1999/11/18 Negotiations for sale of Acordis to CVC completed
Akzo Nobel has signed a contract to sell its Acordis fibers business to a CVC Capital Partners led consortium (CVC) for EUR 825 million. The business will take along provisions of some EUR 225 million. Closing of the transaction is expected to take place around year-end.
“This is a major milestone. In line with our strategy, Acordis’ independence is now a fact. Akzo Nobel will enter the next century as a different company ー focusing on the dynamics of growing our Pharma, Coatings and Chemicals businesses” said Cees J.A. van Lede, Chairman of Akzo Nobel's Board of Management.
Acordis will be a Dutch company. CVC will take a 64 percent stake in equity of the new company, with the Acordis management holding 15 percent; the remaining 21 percent will be acquired by Akzo Nobel. Acordis will have a two-tier board structure with a Supervisory Board in which Akzo Nobel will participate. The existing Acordis Board of Management with Folkert Blaisse as Chief Executive Officer will remain in place.
“We are extremely pleased that the transition phase is reaching a close. Acordis will concentrate and focus on building a solid stand-alone fibers company with high potential for the future” said Folkert Blaisse.
Positive advice on the sale was received last week from the Acordis Works Council in the Netherlands and the transaction has now been submitted to the appropriate regulatory authorities for approval.
CVC Capital Partners is a leading independent equity provider in Europe with total funds under management in excess of USD 4 billion (EUR 4 billion). CVC has offices in 10 European countries and has made investments in more than 200 companies across Europe. In addition to Acordis, these include Kappa Packaging, Wavin, Bols, William Hill and Danone's/Gerresheimer glass packaging businesses.
Acordis is a multinational group of businesses, supplying customers throughout the world with man-made fibres and speciality materials for industrial, textile, medical, and hygiene applications.The Acordis group has sales of some EUR 2.3 billion USD 2.5 billion, GBP 1.5 billion), employs 17,000 people, and has production facilities in Germany, the Netherlands, the United Kingdom, the United States of America, Brazil, Italy, Spain, and Poland. Acordis is at present a wholly-owned subsidiary of Akzo Nobel nv.
Akzo Nobel, based in the Netherlands, serves customers throughout the world with healthcare products, coatings, chemicals, and fibers. The Company currently employs approximately 83,000 people in almost 70 countries. Consolidated sales for 1998 totaled EUR 12.5 billion (NLG 27.5 billion, USD 13.8 billion, GBP 8.4 billion). The financial results for the year 1999 will be announced on February 25, 2000.
1999/4/9 Akzo Nobel receives offer of EUR 825 million for Acordis from CVC
Akzo Nobel has received an offer of EUR 825 million from CVC Capital Partners for its Fibers business Acordis.
Under the terms of the offer CVC and the Acordis management would acquire the majority of Acordis. Akzo Nobel has been given the opportunity to buy some 20 percent. Both Akzo Nobel and the management of Acordis have reviewed the offer and consider it attractive.
CVC and Akzo Nobel are of the opinion that it is in the interests of all concerned to expedite the negotiation process and complete the transaction as soon as possible. This view is fully supported by the Acordis management. Employee representative bodies and unions have been informed and consultation procedures will commence shortly, where applicable. The required regulatory approvals will be sought as and when appropriate.
Folkert Blaisse, Chief Executive Officer of Acordis said: "We back CVC's offer a hundred percent. We trust that the transaction will be completed fast, effectively and efficiently. For our employees it will put an end to a period of uncertainty, and we are all looking forward to building Acordis into the world leader in fibers".
“CVC's proposal fits our stated strategy of establishing Acordis as an independent company with a solid foundation,” said Cees van Lede, Chairman of Akzo Nobel's Board of Management.
Following finalization of the integration of the former Courtaulds and Akzo Nobel fibers businesses and completion of the restructuring measures announced earlier, CVC backs the management's strategy of growing Acordis organically and through add-on acquisitions in the core markets it serves. CVC was advised by Chase Manhattan Bank.
CVC Capital partners is a leading independent equity provider in Europe with total funds under management in excess of USD 4 billion (EUR 4 billion). CVC has offices in 10 European countries and has made investments in more than 200 companies across Europe. These include Kappa Packaging, Wavin, Bols, William Hill and Danone's/Gerresheimer glass packaging businesses.
Akzo Nobel, based in the Netherlands, serves customers throughout the world with healthcare products, coatings, chemicals and fibers. Akzo Nobel currently employs approximately 85,000 people in some 70 countries. Consolidated sales for 1998 totaled EUR 12.5 billion (USD 13.8 billion). Financial results for the third quarter of 1999 will be announced on October 27.
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QUESTIONS & ANSWERS
1. What does the CVC proposal mean for the future of Acordis?
We launched Acordis on January 1, 1999 as a “quasi-independent” company. With this offer on the table there is a very real possibility that it will now become a truly independent company. The proposed transaction would end a period of uncertainty for the Acordis employees. Acordis has developed:
* a sound strategy aimed at building a focused portfolio with technological coherence; and
* a good mixture of growth, cash generating and business under restructuring.
* Acordis would have a sound financial basis following the proposed transfer of ownership; and
* following completion of the restructuring measures previously announced in April, Acordis would be more resilient to the cyclicality of the fibers market.
Furthermore, we should stress that:
* CVC has an excellent worldwide track record with a lot of experience in Europe; and
* CVC has expressed that it is prepared to fund additional acquisitions.
2. What will be the legal structure of the stand-alone Acordis business? Will it be listed?
It is the intention that the holding company will be registered in the Netherlands as a BV (limited liability company). A listing could be a possibility after around four years.
3. What would be the board structure following the proposed transaction?
It is too early to comment in detail on this subject, however, it is the intention to have a two-tier structure with a Supervisory Board and the existing Board of Management with Folkert Blaisse as the CEO.
4. What is the intended time schedule?
Parties will strive for an expeditious negotiation process and completion of the contemplated transaction as soon as possible.
5. What is the impact of the intended transaction on Acordis employees?
* Details of the transaction still have to be worked out and both works councils and trade unions when and where appropriate will have ample opportunities to give their opinions during the consultation procedures, which will commence shortly.
* The restructuring measures announced in April will, naturally, continue.
6. Do you expect any difficulties from the European authorities?
Of course we have to notify the European authorities, but given the background of CVC-there is no overlap in businesses-we do not envisage difficulties.
7. Can you elaborate on the funding of Acordis?
Though the funding of the proposed transaction is secured, the financial structure of Acordis still has to be worked out in detail. It is of course the intention that Acordis will have a sound financial basis.
8. What will be the intended shareholding structure of Acordis?
CVC and the Acordis management would own some 80%, assuming that Akzo Nobel would make use of its right to acquire some 20% of the newly established company.
9. Why would Akzo Nobel participate in the new company?
With this participation Akzo Nobel would also be involved in a later IPO with the possibility to realize an upward potential. The participation would be limited and would not involve Akzo Nobel management.
10. Can you elaborate on the offered consideration?
The offered consideration of EUR 825 million would be paid in cash with the exception of some EUR 150 million in the form of an interest-bearing loan from Akzo Nobel to Acordis. The offer reflects the net asset value of Acordis; in addition, Acordis will also take along existing provisions of approximately EUR 225 million.
11. What about the restructuring charges for Acordis you announced earlier this year?
In the context of the restructurings announced in April we gave an indication of charges being in the area of a couple of hundred million euros. We currently estimate these charges to have an after-tax effect of approximately EUR 200 million. These restructurings are independent of the intended transaction. The charges will be recognized in the Akzo Nobel financial statements later this year.
12. Will there be an additional impact from the proposed transaction on the balance sheet of Akzo Nobel?
The net book value of Acordis (including provisions of EUR 225 million) is approximately EUR 1.4 billion. Taking into account the proceeds from the transaction and the expected tax benefits, the intended transaction will have a net negative impact of approximately EUR 300 million.
The proceeds of the intended transaction would be used by Akzo Nobel to reduce its debt. Gearing would improve slightly from the current level of 1.5, with interest coverage approaching 6.
13. Is this a fair value offer?
The consideration of EUR 825 million for the Acordis business, taking along provisions of some EUR 225 million, reflects a fair value of the activities. The parties’ respective external advisors also endorse this view. The advising bank to CVC is the Chase Manhattan Bank. The key advisor to Akzo Nobel was ABN-AMRO.
Considering all the aspects of this intended transaction for Akzo Nobel and our stakeholders and for Acordis, we strongly believe that this is the preferred route to the launch of Acordis as a sound independent company.
14. When may we expect further information?
The detailed negotiation process and consultation procedures will commence shortly. Further information will be made available at the appropriate time.
Acordis is the child of the parents Akzo Nobel and Courtaulds. This section describes the ancestors of Acordis. http://www.acordis.com/ 変遷図
Akzo Nobel has a long history of growth. It owes its success to the careful integration of diverse companies, incorporating their specific cultures and technical excellence into ever larger entities. The oldest are Det Holmbladske Selskab (now Sadolin) in Denmark, which was founded in 1777, and Sikkens (the Netherlands) and Bemberg (Germany), both established in 1792. In Sweden, Alfred Nobel, the famous scientist, founded many thriving businesses, some of which are still part of Akzo Nobel today. Akzo's roots go back a long way: to Ketjen (1835), Noury & Van der Lande (1838), Zwanenberg (1887), Vereinigte Glanzstoff Fabriken (1899), Nederlandse Kunstzijdefabriek Enka (1911), Koninklijke Nederlandse Zoutindustrie (1918), and Organon (1923). In 1929, Vereinigte Glanzstoff Fabriken and Enka amalgamated to form Algemene Kunstzijde Unie (AKU). Koninklijke Zout-Ketjen and Koninklijke Zwanenberg Organon got together to form Koninklijke Zout Organon in 1967 and in 1969, Akzo was formed as a result of a merger of Koninklijke Zout Organon and AKU. Nobel Industries was founded in 1984 through the merger of KemaNobel (established 1871) and Bofors, which was founded in 1646 but is no longer part of the Company. After the merger, other companies - respected names, such as Berol, Crown Berger, Eka, and Sadolin & Holmblad - were acquired. And in 1991, a major financial reconstruction took place and state-owned Securum became the principal shareholder. Early in 1994, Akzo Nobel was formed through Akzo's acquisition of the Nobel shares owned by Securum and through a successful bid for the remaining shares.
In July 1998, Akzo Nobel acquired Courtaulds, the international chemical company which had leading positions in high-tech industrial coatings and man-made fibres. Its best known brands, International paints, Courtelle acrylic fibres, and Tencel, a new cellulosic fibre, were included. Courtaulds, which was founded in 1816 as a silk weaving company, pioneered the global man-made fibre industry at the beginning of the 20th century. In the 1950s Courtaulds acquired interests in woodpulp and also took over British Celanese, manufacturers of cellulose acetate. In the 1960s the company acquired the coatings operations International Paint and Pinchin Johnson. Diversification into downstream textile activities, films and advanced materials followed until, in 1990, the textiles operations were demerged, leaving Courtaulds plc as a company concentrated largely on fibres and coatings activities.
Akzo Nobel combined its fibre activities with Courtaulds' Fibres and Chemicals and launched the fibre company Acordis in November 1998. Subsequently Acordis was divested by Akzo Nobel to CVC Capital Partners at the end of 1999.
Akzo Nobel to build new decorative coatings factory in China
Akzo Nobel is strengthening its position in the Chinese coatings market by investing in a new factory for decorative coatings. The facility, which will produce water-based wall paints for the Chinese market, will be built on the Company's existing site in Suzhou near Shanghai, where Coatings already operates plants for its Car Refinishes, Transportation Coatings, Powder Coatings and Coil Coatings businesses.
“China continues to be one of the most important emerging markets for the Coatings group and this investment underlines our ongoing commitment to establish a significant presence there for all our key businesses,” said Rudy van der Meer, Member of Akzo Nobel's Board of Management responsible for Coatings. “Akzo Nobel has been selling decorative paints in China under the LevisR brand for nearly five years and this has enabled us to establish a solid foothold in this fast-expanding market. We now need a new facility to further grow the business.”
The Levis paint sold in China is currently manufactured in eastern Shanghai, but production will switch to the Suzhou facility once construction is complete. “Our decision to invest in a new factory in Suzhou shows our commitment to and belief in the Chinese paint market,” explained Jan Andersson, General Manager of Akzo Nobel Decorative Coatings International. “It will give us the platform to help expand our activities.”
Construction work on the factory is scheduled to begin by the end of the year. The new facility is expected to be operational by the first quarter of 2005. The 2,200 m2 factory will include R&D facilities, while a 2,900 m2 warehouse for raw materials and finished goods will also be built.
Akzo Nobel Coatings already operates six production sites in China, housing all the key businesses. One major operation is a 50-50 joint venture, all the others are majority or wholly owned. They are located in Beijing, Shanghai, Suzhou, Shenzen, Ningbo and Dongguan City. The Coatings group, which employs more than 1,600 people in China, has seen its sales increase in this market to well over EUR 200 million in 2002, stemming from organic growth and selective acquisitions.
5, 2003 BUSINESS WIRE
Akzo Nobel to Sell Catalyssts, Coating Resins and Phosphorus Chemicals
Akzo Nobel announced Thursday it intends to sell three businesses from its Chemicals portfolio to create more room to maneuver for the Company. Catalysts, Coating Resins and Phosphorus Chemicals will be divested. Hans Wijers, Chairman of the Board of Management, said: "Akzo Nobel will create value by moving towards a more consistent portfolio of businesses."
Added Wijers: "These planned divestments involve three excellent and profitable businesses and collectively they represent close to EUR 1 billion in sales. It will be clear from this that we expect to realize more than the EUR 0.5 billion announced in May this year but we are not in a race against the clock to sell. The priority is creating maximum value for Akzo Nobel and its shareholders, not how fast we can do this. By the same token, we will not drag our feet either, and I expect that offers made to us will reflect the value of the businesses concerned."
Akzo Nobel serves customers throughout the world with healthcare products, coatings and chemicals. Consolidated sales for 2002 totaled EUR 14 billion. The Company currently employs almost 66,000 people in more than 80 countries.
January 20, 2004
Akzo Nobel expands powder coatings operations in China
Akzo Nobel will
expand its powder coatings operations in China. Two new factories will be constructed during 2004 in a move
which will further build on Akzo Nobel's world leadership status
in powder coatings and strengthen its position in China, the
fastest growing powder market in the world.
Commented Rudy van der Meer, Member of Akzo Nobel's Board of Management responsible for Coatings: “Akzo Nobel's powder coatings business moved into China back in 1992. Since then we have consolidated our position through acquisition and organic growth. We have continued to invest over the years and have successfully managed to grow quicker than what has undoubtedly been the world's fastest growing powder market. These two new factories will continue our strategic focus on this important region.”
Added Bill McPherson, General Manager of Akzo Nobel Powder Coatings: “Our Interpon Powder Coatings business serves both foreign and local customers in China. We service the needs of those who export their powder coated goods, as well as the domestic operations. We are also well positioned to service our customers throughout China as we have four plants, strategically located from south to north.”
The expansion plan involves building two new factories: one in Langfang - which is halfway between Beijing and Tianjin - the other in Guangdong Province in the south, on a site neighboring the existing powder operation in Shenzhen.
Continued McPherson: “Guangdong Province is an important region for our exporting customers operating in metal furniture, electrical and other goods, and also has a high concentration of powder users operating in architectural aluminum and IT. This particular expansion involves building a new factory on 22,000 square meters of land, with scope for another 12,000 square meters to be used in later expansion phases. It will support our key strategic goal, which is to continue growing ahead of the market.”
“The Langfang project involves us relocating from our existing Beijing facility to a new site of around 17,000 square meters. Langfang is one of the fast developing industrial regions of North China and one of our largest functional powder customers has its operations there. This expansion will enable us to better serve its needs, as well as respond to general market growth in that region.”
Hoechst concludes disposal of its 45 percent stake in Clariant
Hoechst AG is pleased to announce the successful completion of its disposal of 45 percent of Clariant AG. (The sales of the whole of the Hoechst interest assumes the exercise of the relevant over-allotment options and the full conversion of exchangeable bonds).
On June 1, Hoechst AG announced its intention to make a substantial reduction in its 45 percent interest in Clariant AG. The enthusiasm of the market response has permitted the disposal of the entire stake, raising 2,827,634,128.8 euros.
The transaction was effected by a combined offering: 略
Commenting on the transaction Dr Klaus-Jurgen Schmieder, Chief Financial Officer of Hoechst, said:
"We are delighted by the outcome of these offerings. The decision by Hoechst AG to focus on its core life sciences business in partnership with Rhone-Poulenc is the underlying reason for the disposal of our interest in Clariant. The prices achieved in the offerings of 645 and 820 Swiss francs (assuming conversion of the exchangeable bonds) compare favourably, both with the book value in the Hoechst balance sheet of 263 Swiss francs per share, and represent a substantial profit for Hoechst AG.
The enthusiasm for this success of Clariant was demonstrated by the markets which enabled Hoechst to place the offerings ー which amount to the largest combined secondary offering ever undertaken by a Swiss company, smoothly and, despite their size, with substantial oversubscription at the offering prices.
We wish Clariant a prosperous future and, meanwhile, will continue to dedicate ourselves to the successful conclusion to the creation of Aventis."
Dresdner Kleinwort Benson and Morgan Stanley Dean Witter acted as Joint Global Co-ordinators for both offerings.
ABN-Amro Rothschild acted as financial adviser to Hoechst AG.
Clariant ends merger talks with Ciba Specialty Chemicals
Clariant announced today that its Board of Directors has decided not to approve the proposed merger agreement with Ciba Specialty Chemicals. Negotiations to merge with Ciba Specialty Chemicals have been terminated.
The decision of the Board follows a period of extensive due diligence which revealed commercial, financial, legal and regulatory risks and constraints in executing the planned transaction and which would affect the future merged company. The Board considered the risks to be so significant as to undermine the future benefits and synergies as stated as part of the rationale for the planned merger, which was announced November 9, 1998.
The Board of Directors of Clariant is convinced that under these circumstances, it is in the interests of Clariant's shareholders that the company remains independent. The Board regrets having to terminate the planned merger after a period of constructive and open negotiations.
Both Clariant and Ciba Specialty Chemicals have agreed not to disclose confidential information. There will be no further announcements on this matter.
Ciba Specialty Chemicals and Clariant to merge
・ Merger of equals to capture leading position in specialty chemicals with annual sales of around CHF 18 billion
・ Enhanced leadership positions in core businesses and creation of strong platforms for growth; outstanding product and innovation portfolio with R&D spend of CHF 650 million
・ Based on a merger of equals on an exchange of shares, Ciba shareholders to receive approximately 46% and Clariant shareholders to receive approximately 54% of the registered shares of the new company
・ Merger to be earnings enhancing from 2000: accelerated achievement of medium-term strategic targets
・ Annual savings to total more than CHF 600 million by 2001 through operational efficiencies: reduction of 3,000 jobs world-wide with no further significant job reductions in Switzerland
・ Transaction accounting under US GAAP enabling possible future listing in the US
The Chairmen of the
Boards of Ciba Specialty Chemicals and Clariant announced today
the signing of an Agreement in Principle to form the world's
largest specialty chemicals company through a merger of equals.
The new company will assume the name Clariant combined with
Ciba's distinctive butterfly symbol.
Through the unique combination of complementary strategic, financial and operational resources, the new company will command world leadership in specialty chemicals with its focused business mix, broad product range serving a strong customer base, impressive research and development expertise, complementary technologies, and superior global reach.
Rolf W Schweizer will assume the role of Chairman of the Board of Directors and President of the new company. Rolf A Meyer will be named Chief Executive Officer, Vice-Chairman of the Board and head of the Executive Committee.
The definitive merger agreement is expected to be completed in December 1998, pending due diligence. The merger is subject to shareholder and regulatory approvals.
Based on a merger of equals on an exchange of shares, Ciba Specialty Chemicals shareholders will receive approximately 46% and Clariant shareholders will receive approximately 54% of the registered shares of the new company. Clariant shareholders will receive 5.35 registered shares of the new company in exchange for each share of Clariant (CHF 50- nominal value). Ciba Specialty Chemicals shareholders will receive 1 registered share of the new company in exchange for each Ciba Specialty Chemicals share (CHF 10- nominal value). It is anticipated that the new group will have registered shares with a nominal value of CHF10- upon completion of the merger.
The new company will be domiciled in Basel, Switzerland, and an application for a listing on the Swiss Exchange (SWX) will be submitted.
The transaction will be accounted for using purchase accounting under US GAAP, which will also enable a possible future listing in the US.
It is expected that the transaction will be earnings enhancing starting in 2000. Following completion of the integration the medium-term strategic targets will be an EBITDA (Earnings before Interest, Taxes, Depreciation and Amortisation) of 20%; Velocity (net sales divided by average invested capital) of 1.4, and sales growth at 1.5 times the rate of annual global GDP growth.
The Boards of Directors of Ciba Specialty Chemicals and Clariant will submit the proposed merger to their shareholders at their Extraordinary Shareholders' Meetings to be called in the first quarter of 1999.
Rolf W Schweizer, Chairman and President of Clariant, said: "This merger is the unique opportunity to form a Swiss-based global leader in specialty chemicals which will enjoy sustainable, above-average growth, with superior profitability. This is a major step in the ongoing consolidation of specialty chemicals and will certainly shape future developments in the industry."
According to Rolf A Meyer, Chairman of Ciba, "This makes excellent strategic sense with our complementary portfolio of products and businesses and shared focus on sustained operating performance. The management of both companies with their proven international experience, have a strong track record in delivering results and building motivated, performance orientated teams. These qualities will help a seamless transition and drive a rapid integration."
Global leadership in specialty chemicals with a strong commitment to innovation
The merged group will become the leading specialty chemicals company, with combined annual sales of around CHF 18 billion in more than 120 countries.
The Group's long-term strategy will: Focus on high value-added specialty chemicals with innovative properties, effects and environmental solutions; Build on platforms in key market and customer segments that deliver profitable growth: Enhance core businesses; Leverage best practices across innovation, sales, marketing and business support; and, build a performance-based global group with strong customer focus.
The Group will be founded on five business groups encompassing: Additives and Water Treatments; Cellulose Ethers; Process Chemicals; Fine Chemicals; and Colors. The growth platforms will be water treatments, fine chemicals for pharmaceutical and agrochemicals as well as electronic chemicals. Globally, the businesses will be supported by a lean regional organisation. The Corporate Units will have group-wide responsibility for Finance, Information Management, Law & Environment, International Co-ordination/Human Resources and Communications, and Corporate Business Development.
With a combined 1997 R&D spend of CHF 650 million, the new company will be in a powerful position to leverage innovation, technology resources and intellectual assets across the group. This is at an unprecedented level for the specialty chemicals industry, which relies on a continuous stream of innovative products and strong intellectual property.
Annual cost savings to total more than CHF 600 million by 2001
The merger is expected to generate a total of more than CHF 600 million in annual pre-tax savings by the end of 2001. This sum consists of CHF 200 million (CHF 100 million already separately and earlier announced by each), to be achieved in 1999. An additional CHF 400 million will be achieved through the merger.
These savings will be accomplished through operational efficiencies, consolidation of organisations and the bringing together of regional activities. The merger is expected to result in a reduction of about 3,000 jobs out of a total of 55,000. This represents approximately 5% of the total workforce and corresponds to the annual fluctuation rate. In Switzerland no further significant additions are expected to the job reductions announced earlier by the companies.
For those employees affected, where appropriate, early retirement or filling existing vacancies within the new company will be a priority. If further employment is not possible, comprehensive and appropriate redundancy packages will be offered, including counselling and support services.
The one-off restructuring cost will be CHF 800 million, of which CHF 600 million for cash-outs, and is expected to be booked in 1999.
In addition, in August 1998, Ciba announced that it was preparing a profit Recovery Programme for its Performance Polymers division, and at the same time exploring strategic options for the business, including a possible divestment. This programme will be implemented immediately while strategic options will continue to be evaluated in the context of the proposed merger. The division's electronic chemicals business will remain in the new company and will be combined with that of Clariant's operations within the Fine Chemicals group.
It is foreseen that the current 45 percent shareholding of Hoechst Aktiengesellschaft in Clariant will remain unchanged until the merger is completed. On completion, the participation of Hoechst Aktiengesellschaft in the new company will proportionally decrease.
Small, experienced Board of Directors
Rolf W Schweizer will be Chairman of the Board of Directors and President, and Rolf A Meyer will be Vice-Chairman and CEO. The 9 member Board of Directors of the new group will be completed by 3 directors drawn from each of the two companies and one independent Board member: Pierre Borgeaud (Clariant); Gertrud Hohler (Ciba); Markus Kundig (Clariant); Peter Littmann (Ciba); Armin Meyer (Ciba); Tony R. Reis (CEO, Swisscom), and, Klaus-Jurgen Schmieder (Clariant).
The Committees of the Board will comprise of the Audit Committee, Finance Committee, and Organisation and Human Resources Committee, which will have a separate Remuneration Sub-Committee.
A lean and dynamic management team to focus on performance
A Chairman's Committee comprised of Rolf W Schweizer(Clariant), Rolf A Meyer (Ciba), Reinhard Handte (Chief Operating Officer, Clariant), Michael Jacobi (Chief Financial Officer, Ciba), Roland Losser (International Co-ordination, Clariant), and Hans-Ulrich Muller (Legal & Environment, Ciba), will monitor the implementation of Board decisions and establish strategic, operational and financial guidelines.
Rolf A Meyer will assume the post of CEO and head of the Executive Committee. The other Executive Committee members are: Peter Brandenberg (EVP and President Process Chemicals); John Cheesmond (EVP Corporate Business Development); Reinhard Handte (EVP and COO); Michael Jacobi (EVP and CFO); Roland Losser (EVP International Co-ordination, Communications & Human Resources); Joachim Mahler (EVP and President Cellulose Ethers); Hans-Ulrich Muller (EVP Legal & Environment); Reinhard Neubeck (EVP and President Additives and Water Treatments); Martin Riediker (EVP and President Fine Chemicals); and Jean-Luc Schwitzguebel (EVP and President Colors).
The current Chief Executive Officers, Hermann Vodicka (Ciba) and Karl-Gerhard Seifert (Clariant) will continue to lead their companies through the transition period until completion of the merger.
Transition planning with rapid integration a priority
A Transaction Team, reporting to Rolf W Schweizer and Rolf A Meyer, is responsible for the rapid and smooth execution of the merger. Following shareholder approval, planning will begin on how the merger can best be implemented. Integration activities will commence following merger regulatory clearances.
Terms Of The Transaction
The formation of the new 'Clariant' will be executed as a combination in accordance with Swiss Law, whereby Ciba Specialty Chemicals and Clariant will be absorbed by the new legal entity.
The transaction is structured as a merger of equals based on an exchange of registered shares, providing Ciba Specialty Chemicals shareholders with approximately 46%, and Clariant shareholders with approximately 54% of the registered shares of the new company.
Clariant shareholders will receive 5.35 registered shares of the new company in exchange for each share of Clariant (CHF 50- nominal value). Ciba Specialty Chemicals shareholders will receive 1 registered share of the new company in exchange for each Ciba Specialty Chemicals share (CHF 10- nominal value).
The Group will have registered shares with nominal value of CHF 10- each.
Accounting is based on US GAAP Purchase Accounting. A request for listing on the Swiss Exchange (SWX) will be submitted.
There will be separate dividend payments for 1998 in 1999, with the first new joint dividend payment to be in 2000 for the year 1999.
The details of the merger have been examined by independent investment advisors. Each will provide a fairness opinion that the proposed merger is fair and reasonable to both companies' shareholders.
The closing of the transaction will be subject to regulatory approvals.
Key Figures 1997 (all amounts in CHF millions)
Ciba Clariant pro forma 9,005* Sales 10,184 854 Operating Income after corporate expense 1,030 728 Earnings before taxes 737 1,231 EBITDA 1,592
*Pro forma sales include the revenue of Allied Colloids acquired in March 1998. 1997 sales were CHF 7,822 million.
Further information will be released only after completion of the definitive merger agreement.
Clariant (SWX:CLN) is a leading global specialty chemicals company with more than 30,000 employees and annual sales of about CHF 10 billion. The company has grown out of the Sandoz Chemicals Division, which was floated on the stock market as a spin-off in the summer of 1995, and the Hoechst specialty chemicals business, integrated in the summer of 1997. Clariant operates world-wide with Group companies in more than 60 countries. It is domiciled and headquartered in Muttenz near Basel, Switzerland. The six divisions - Process & Performance Products, Pigments & Additives, Masterbatches, Surfactants, Fine Chemicals, and Cellulose Ethers & Polymerisates - offer a wide range of specialty chemicals for all major applications and have access to all the know-how in chemicals, processes and technologies that has been accumulated over 135 years.
Ciba Specialty Chemicals (SWX:CIBN) is one of the world's leading developers and producers of specialty chemicals and operates on a global basis with sales in 117 countries and manufacturing facilities in 29 countries. As a specialty chemicals company, Ciba's businesses produce high-value effects that transform our customer's products. With a vision to shape the industry, our success is driven by innovation, with significant commitment to research and development. The 1997 pro forma sales (including Water Treatments) would have been CHF 9 billion. Its five divisions - Additives, Colors (from September 1, 1998), Consumer Care, Performance Polymers, and Water Treatments (from April 1, 1998) - all have leading positions in their chosen market segments. In 1997, CHF 302 million was spent on R&D to foster innovation across the group.
1996/12/10 Clariant Ltd
Clariant and Hoechst to combine their specialty chemicals activities
Move intended to strengthen and expand business success
Clariant Ltd, Muttenz/Switzerland, and Hoechst AG, Frankfurt/Germany, have entered into a general agreement with the intention of combining their respective specialty chemicals businesses. Clariant will merge Hoechst's specialty chemicals business with its own activities and integrate it. In exchange Hoechst will own a significant minority shareholding in the expanded Clariant Ltd and will furthermore join the existing Board of directors with 3 members, of which one will serve in the otherwise unchanged Committee of the board. Clariant will remain headquartered in Muttenz.
After the two businesses have been brought together, Clariant will be one of the world's leading suppliers of specialty chemicals with sales of nearly CHF 8 billion. The broadened product range and expanded regional presence open up new growth opportunities. Apart from this, both partners expect significant synergy effects of several hundred million Swiss francs. This ideal combination will enable the enlarged Clariant to safeguard and expand its business success over the long term.
Since its successful Initial Public Offering in June 1995 Clariant has further enlarged its strong market positions and has continually confirmed that the specialty chemicals business offers very promising perspectives for innovation and higher returns. The combination of Clariant's and Hoechst's activities creates the unique opportunity to build from the existing strong positions and to increase the rate of growth, thereby enhancing profitability and leading to a sustainable increase in the benefits for shareholders, customers and employees.
Clariant produces and markets dyes, pigments, additives, masterbatches and specialty chemicals for the dyeing and finishing of textiles, paper, leather, plastics and aluminium as well as for paints and printing inks. The company has sales of around CHF 2,3 billion and around 8500 employees.
Hoechst plans to transfer its specialty chemicals business in masterbatches, pigments and additives, surfactants and auxiliairies - including textile and leather chemicals - fine chemicals, dispersions/cellulose ethers as well as paper chemicals to the expanded company. These Hoechst business areas have sales of more than CHF 5,6 billion and employ around 23'000 people worldwide.
The Advisory Board of Clariant and the Supervisory Board of Hoechst have agreed to the general agreement in principle. The transaction is to take place in two steps. Hoechst will transfer its specialty chemicals business to a new, independent company. Afterwards, its entire shareholding will be transferred in the form of tangible fixed assets in exchange for newly issued shares of Clariant Ltd and the assumption of debt by Clariant. It is intended that the further preparation for the merger of both activities is conducted smoothly in order to have the necessary proposals ready for approval by shareholders at the next Annual General Meetings of Clariant Ltd. and Hoechst AG.
The joint company plans to commence operations in 1997 after obtaining the approval of shareholders and the antitrust authorities. Extended details of the merger are expected to be disclosed in spring 1997 upon completion of the due diligence process.
August 6, 2003 Chemical
& Engineering News
CLARIANT UNVEILS RESTRUCTURE PLAN
Sale of several businesses aims to cut debt, boost profits
After foundering since
its 2000 acquisition of BTP, Clariant has embarked upon a
wide-reaching transformation to reestablish itself as a leading
specialty chemicals company.
Clariant, which reported a net loss of $36 million for the first half of 2003, will sell two major businesses--cellulose ethers and electronic materials--and several other unnamed operations. The units to be sold account for about 15 to 20% of total sales, the company says.
And in presenting Clariant's first-half results last week, CEO Roland Losser, who took over the post in March 2003, waved warning flags about several other businesses--life sciences and textile dyes, in particular--that are underperforming. After considering all other options, he said, the firm has decided that internal restructuring is the first priority for these units.
In life sciences, which is largely the former BTP, Losser announced that Clariant would close four agrochemical plants in the U.S. and Germany, resulting in the elimination of about 200 jobs. And the company added that "job losses throughout the whole of Clariant will be unavoidable" because of other cost-cutting actions.
Losser said he wants to focus Clariant on businesses where it can combine its strong customer service capabilities with its leading-edge surface and color technologies. He cited its plastics masterbatches, performance and process chemicals, textile chemicals, and coatings units as successful examples of such businesses.
The businesses Clariant has decided to sell either are not central to the company's new focus, carry high investment requirements, or cannot achieve leading market positions, Losser said.
The aim of the divestment program--which Losser expects to have wrapped up by the end of 2004--is to raise some $1.1 billion. Initial proceeds are expected within nine months, by which time net debt will have fallen to below $1.9 billion, from $2.7 billion now.
The company's first-half loss came on sales of $3.2 billion, down 7% although up 2% in local currencies. The loss reflected an exceptional charge of $105 million relating to the previously announced closure of a bleach activator plant in the U.S. (C&EN, June 23, page 14). Excluding that, Clariant showed a profit of $69 million, compared with $108 million in first-half 2002. The results for the first half also reflected savings of nearly $45 million from cost-reduction measures launched at the beginning of the second quarter.
"We are not satisfied with these results," Losser said. "They underline our determination to refocus the company and significantly improve our performance over both the short and long term."
Any improvements will come solely from the company's own efforts, he added. "We expect little or no help for the rest of 2003 from a market environment that remains difficult."
On 7 March 1996, the news struck the business world like a thunderbolt. Sandoz and Ciba, two proud Swiss-based companies with almost three hundred years of tradition, have agreed to become one. The creation of Novartis, as the new company was called, was at that time the largest corporate merger in history.
Preceding the merger were months of top-secret negotiations and a meeting of the minds on a bold strategic move. "The globalization of markets, and therefore of competition, is taking on gigantic proportions," explained Marc Moret, Chairman of the Board of Sandoz. "And the long-term success of the company depends to an ever greater degree on being among the best in our fields of activity."
Alex Krauer, Chairman of Novartis and former Chairman and CEO of Ciba, explained the impact of the merger: "Strategically, the new company moves into a worldwide leadership position in life sciences. Novartis holds the number two position in pharmaceuticals, number one in crop protection, and has tremendous development potential in nutrition. The strategic focus on life sciences requires the de-merger of the Specialty Chemicals Division of Ciba and the Construction Chemicals of Sandoz."
＊Novartis then divests Ciba Specialty Chemicals and Novartis Seeds (to form Syngenta with AstraZeneca).
With the approval of the U.S. Federal Trade Commission on 17 December 1996, the last regulatory hurdles for the merger were cleared.
"There is a superb strategic fit between our two companies, which intensifies our market power and unlocks resources for further expansion," said Daniel Vasella, now Chairman and CEO of Novartis. "We will now move forward to build our new company based on a common spirit of entrepreneurial energy, teamwork, and enthusiasm for our new future."
Novartis acquires Roche
The pharmaceutical industry was surprised on May 7 2001, when Novartis announced that it had acquired a 20% voting stake in fellow Swiss-based pharmaceutical giant, Roche.
The SFr4.83 billion stake, equivalent to approximately $2.8 billion, was bought from Roche investor Martin Ebner and his BZ Gruppe Holding company. Ebner, a Swiss financier, unsuccessfully tried to join the Roche board in 2000 as part of an attempt to reform the ownership structure. BZ Gruppe now owns less than 5% of voting stock.
Novartis's stake represents only 3.7% of issued Roche securities. Roche commented, "For Roche, the current majority holding is unaffected. Roche will continue its established strategic and operational direction. Roche wants to grow organically and will, as before, additionally consider in-licensing opportunities, strategic alliances and acquisitions."
50.1% of Roche's bearer voting shares are still held by its controlling shareholders, the Hoffmann and Oeri-Hoffmann families - although they own less than 10% of the issued securities. In April 2001, the price of the bearer shares fell, and they are now much nearer the price of the non-voting shares. This prompted speculation that Roche was considering a change to its dual (bearer voting share and non-voting security) share structure, possibly to assist a major acquisition or merger.
Roche's performance has slowed in recent years, and it has only one new product that approaches blockbuster status, the obesity drug Xenical. The company has been slipping down the world rankings since its number four position in 1994, to 11th in 2000, according to IMS HEALTH's World Review. Moreover, its pipeline is seen as less promising than some of its rivals, and at the end of April 2001 Roche admitted that it was seeking to cut costs at its drug division, possibly through job losses.
Although Roche has plenty of cash at its disposal, it has not made a major acquisition since 1998, when it acquired German diagnostics specialist Boehringer Mannheim. In 1994 it acquired US-based Syntex, and in 1990 a 60% stake in Genentech (now approximately 58.2%). Roche has only two drugs nearing the market: Pegasys (pegylated interferon-alpha 2a) for hepatitis C, and Valcyte (valganciclovir), for the treatment of cytomegalovirus retinitis in AIDS patients. The launch of Pegasys will be delayed, as the FDA requested more information in April 2001.
On the other hand, according to IMS HEALTH's R&D focus drug information service, Novartis has five compounds nearing the market, in addition to other new products such as Starlix for diabetes:
Tradename Compound Indication Status Attenade d-methylphenidate ADHD US - pending Elidel pimecrolimus atopic dermatitis US - pending
EU - Phase III
Glivec/Gleevec imatinib leukaemia EU, US - pending Xolair omalizumab asthma EU, US - pending Zelmac tegaserod IBS EU, US - pending
Japan - Phase II
Novartis is already
collaborating with Genentech on the development of the Xolair
anti-IgE monoclonal antibody for asthma and allergic rhinitis, so
a closer relationship between these two could be one immediate
benefit for Novartis, although Genentech is semi-autonomous.
Both Roche and Novartis have denied that the transaction is the herald of an outright merger. Not least, this would probably be blocked by the controlling families. A combined entity, however, would almost rival new behemoths Pfizer and GlaxoSmithKline, with a market share of 6.8% based on IMS HEALTH figures for 2000 (Pfizer had 7.1% and GSK 6.9%).
Novartis Chief Financial Officer Raymond Breu gave three main reasons for the purchase of the Roche stake, "Roche is currently experiencing slow growth in its pharmaceutical division, but we think it has quality research and quality alliances. In the long term this investment will be a good investment. The second reason is that it opens up strategic possibilities. The third reason is we didn't want this package of shares to fall into competitive hands."
Chairman and CEO Daniel Vasella was equally frank, "Roche and Novartis are no longer the biggest companies. Pfizer and GlaxoSmithKline are about twice as big, which of course raises the issue of competitive size, although for us it is very clear that performance comes before absolute size."
IMS HEALTH is currently updating its Pharmaceutical Company Profiles on Roche and Novartis; the new profiles should be available at the beginning of June and July respectively.
日本経済新聞 2003/3/7 夕刊
ノバルティス ロシュ株を買い増し ３分の１まで 合併を働きかけ
Ciba Specialty Chemicals
introduces its new corporate identity
A newly autonomous Ciba Specialty Chemicals made its official debut today as one of the world's leading specialty chemicals companies. Chairman Designate Rolf Meyer, and Chief Executive Officer Hermann Vodicka, outlined the progress to date on the company's road to independence, introduced its organisation and business portfolio, and unveiled its new corporate identity.
Since 1 January 1997, Ciba Specialty Chemicals has operated as an autonomous subsidiary within Novartis Inc., the life sciences company formed through the merger of Ciba and Sandoz. As part of the merger agreement, Ciba Specialty Chemicals is expected to spin-off from Novartis to form an independent company prior to, but no later than, Novartis' 1997 ordinary general meeting.
Rolf Meyer commented, "the spin-off preparations of Ciba Specialty Chemicals are completed and can now be executed as planned."
Ciba Specialty Chemicals is made up of the former Ciba's industrial businesses - Additives, Consumer Care, Performance Polymers, Pigments and Textile Dyes. These divisions hold leading positions in their chosen markets and together form one of the world's largest specialty chemicals companies with 1996 sales of more than CHF 6.7 billion.
Sold in 117 countries Ciba Specialty Chemicals' product lines provide colour, performance and care for plastics, coatings, fibres, fabrics and other materials used by the automotive, aerospace, construction, plastics, electronics, textile and other industries. The group employs more than 20,000 people worldwide, operates 58 manufacturing sites in 29 countries and conducts research and development in 12 countries.
"The spin-off of Ciba Specialty Chemicals is already energising the organisation, encouraging entrepreneurial behaviour and increasing our competitiveness. As a global leader in our industry, we will focus on delivering value, performance and innovation," Meyer said.
Ciba Specialty Chemicals aims to build on its market leadership, broad geographic presence, streamlined organisation and commitment to innovation and environmental responsibility to deliver "Value beyond chemistry" to its customers, employees and shareholders. That intention is embedded in the company's Vision, which is summed up in three key phrases - Deliver Value. Perform to Win. Shape the Future.
Building a new organisation
Ciba Specialty Chemicals has introduced a lean management structure led by a nine-member Executive Committee that is made up of division heads and key corporate service heads. The Executive Committee will report to the Board of Directors through the CEO.
A regional organisation, led by Regional Presidents, has replaced a country-based organisation in order to capture synergies across shared areas and promote greater efficiency. A network of 14 regionally-based Business Support Centres manages functions such as finance and information technology. Sales, marketing, R&D and other core business processes remain in the divisions' domain and are conducted in local markets to preserve close customer relationships. The group's headquarters will remain in Basel, Switzerland.
"Ciba Specialty Chemicals intends to reinforce its market leadership with a continued focus on high value-added products and services for its customers, and continue its expansion in growing markets," said Hermann Vodicka. "And to ensure that we maintain our technological advantage, the company will continue to devote up to five per cent of sales to R&D," he said.
A Research Board reporting to the Executive Committee co-ordinates research efforts and exploits synergies across the five divisions. Technology also plays a key role in the company's commitment to environmental stewardship through the continued development of new products and processes that minimise the impact on the environment. The company also integrates the highest applicable environment, health and safety standards into its business practices.
"From the discovery and application of advanced technologies, to employee and community programmes promoting safety and awareness, Ciba Specialty Chemicals intends to maintain the reputation for responsibility associated with the Ciba name," Vodicka said.
Introducing a new corporate identity
Ciba Specialty Chemicals will be represented through a bold new visual identity defined by a series of coloured dots assembled in the shape of a butterfly. This original design is trademarked worldwide. Six colours in the dot pattern represent the corporation as a whole - one colour for the company and corporate services, five for the businesses. The dot pattern suggests its association with high-technology and precision, and the logo's brightness denotes the importance of colour to the group's business. The butterfly itself points to the company's global reach, business agility and environmental responsibility.
Extensive market research has shown that the butterfly trademark symbol is recognised in cultures worldwide. It is also a universally understood symbol of transformation, which makes it particularly apt for Ciba Specialty Chemicals.
The new visual identity - which has been designed by the Canadian-Swiss firm Gottschalk + Ash International - will be introduced swiftly throughout the group's operations worldwide, including at sites, offices, products and packaging.
"The creation of the new visual identity was a strategic business decision aimed at building the new company's stature and recognition among its customers, employees and other stakeholders. One symbol and one identity also enable Ciba Specialty Chemicals to take full advantage of design, product leverage, brand awareness and production-related investments across divisions, regions and countries worldwide," said Vodicka.
"Indeed, our new look expresses our vision and strategy for the future of Ciba Specialty Chemicals," said Vodicka. "What's more, the logo represents the culture of this company - vibrant, enthusiastic and unified for success."
2005/9/30 Ciba Specialty
Ciba Specialty Chemicals to invest in a new antioxidant production plant in Singapore
manufacturing facilities for antioxidants for plastics on Jurong Island,
* New plant will cover the growing demand for antioxidants for plastic manufacturing especially in Asia and the Middle East
Ciba Specialty Chemicals has decided to make a major investment of around CHF 125 million (USD 100 million) in a new production plant for antioxidants for plastics in Singapore. The new plant comprises synthesis, blending and form giving facilities for granular forms of Ciba(R) IRGANOX(R) 1010 and Ciba(R) IRGAFOS(R) 168 and its blends, with an overall initial capacity of 30.000 metric tons. State-of-the-art technology and innovative manufacturing processes will ensure Ciba’s longterm competitiveness. The plant’s location in the fast developing Jurong Island petrochemical complex offers excellent infrastructure and support facilities, backward integration into key raw materials and options for future expansion. Production start up is expected in early 2008.
The new manufacturing plant will ensure continuous supply of antioxidants to the fast growing polymer industry in Asia Pacific and Middle East. Global plastic production continues to grow above GDP level with Asia and Middle East driving production expansion to meet fast growing consumer demand based on high economic growth and low per capita consumption in China and other emerging markets in Asia.
Armin Meyer, Chairman and Chief Executive Officer of Ciba Specialty Chemicals, highlighted the importance of the investment: “This major investment emphasizes our commitment to the growth regions of Asia and Middle East and represents a further significant step in Ciba’s growth strategy. The new plant, which is to serve the fast growing demand of plastic manufacturers in Asia and the Middle East, at a central location with state-of-the-art and cost efficient production, will further secure Ciba’s position as a leading global supplier of plastic additives.”
This investment in Singapore reflects Ciba Specialty Chemicals’ strategy to expand activities in Asia and continue to build new production capacity primarily in this region. The Company is also investing into new production facilities for Coating Effects in India to expand its production network in Asia with currently 21 manufacturing facilities. Earlier this year, a new Research and Development Center was opened in Shanghai. Other recent steps to strengthen the business position in the region include an agreement with LG Chem, the leading chemical company in Korea. This provides Ciba with ownership of the Hisorb plastic stabilizer range in Korea, as well as a long-term supply agreement. In 2004, Ciba generated 27 percent of sales in Asia-Pacific.
Ciba Specialty Chemicals is a leading global company dedicated to producing high-value effects for its customers’ products. We strive to be the partner of choice for our customers, offering them innovative products and one-stop expert service. We create effects that improve the quality of life - adding performance, protection, color and strength to textiles, plastics, paper, automobiles, buildings, home and personal care products and much more. Ciba Specialty Chemicals is active in more than 120 countries around the world and is committed to be a leader in its chosen markets. In 2004, the Company generated sales of 7 billion Swiss francs and invested 288 million in R&D.