http://www.knak.jp/big/others.htm#clariant
Clariant plans acquisition of Süd-Chemie
Clariant
AG is planning the acquisition of a controlling majority in Süd-Chemie AG and has thereto
signed a contract with the majority shareholders.
As part of the planned transaction, still subject to clearance by
competent merger control authorities, Clariant has come to
agreements with the majority shareholder One Equity Partners
(50.4%) and the family shareholders (approximately 46%). As a
result, Clariant will acquire slightly above 95% of the
outstanding shares. The shares of One Equity Partners will be
bought at a price of EUR 121 per Süd-Chemie share.
The vast majority of the Süd-Chemie family
shareholders will swap their shares into Clariant shares at a
ratio of 1:8.84. The total value of the transaction is EUR 2.0
billion (CHF 2.5 billion).
Süd-Chemie
Süd-Chemie is a highly-innovative, listed, specialty chemicals company headquartered in Munich. With its two divisions of Adsorbents 吸着剤 and Catalysts, the Süd-Chemie Group, which has around 6,500 employees, generates total sales of almost 1.2 billion euros. Süd-Chemie holds an extremely strong position on global markets, almost 80 percent of Group sales being realised with customers outside Germany. It systematically exploits the potential offered by fast-growing regions, notably in Southeast Asia and the Middle East.
The starting material for products manufactured by the Adsorbents Division is a clay mineral known as bentonite. This clayey rock binds materials dissolved in water or other liquids and can be chemically refined to create versatile adsorbents and additives.
水を吸うと自らの体積の10倍以上に膨張し、さらに多量の水と混合すると強力な粘性を発揮する。しかも、長時間おいても沈殿せず、無機物だから公害の心配がない。こんな不思議な粘土、それがベントナイトです。
他の鉱物には無い、こうしたユニークな性質によって、建築・土木工事の施工や鉱業製品の製造に不可欠な素材として、化粧品や医療品などの原料として、さらには小動物の排泄物を処理するペット砂として、幅広く利用されています。
In March 2003, SABIC and Süd-Chemie AG formed a partnership for the acquisition of Scientific Design Company Inc. from Linde AG. Under this changed ownership, Scientific Design remains an independent entity and continues to license its processes, provide engineering services and sell catalysts to its clients worldwide. SABIC and Süd-Chemie manage Scientific Design Company Inc. through a fifty-fifty joint venture.
http://www.knak.jp/big/sabic-2.htm#sd
August 9, 2013 Clariant
Clariant and Tasnee Establish Masterbatches Joint Venture in Saudi Arabia
Clariant sells 40% stake in Clariant Masterbatches Saudi Arabia to Tasnee
Clariant, a world leader in specialty
chemicals, and Tasnee, one of the largest industrial conglomerates in Saudi
Arabia, today announced the signing of an agreement to establish a masterbatches
joint venture in Saudi Arabia.
Within the framework of the agreement, through its 100% subsidiary Rowad
National Plastic Company Ltd., Tasnee will acquire a 40%
stake in Clariant’s masterbatches operations in the country, already
operating under the name Clariant Masterbatches (Saudi
Arabia) Ltd. The joint venture will be operational following completion
of customary merger control clearance procedures and will keep its main focus on
the Arabic peninsulas core market.
Clariant Masterbatches (Saudi Arabia) Ltd. is a market leader and a pioneer in
the region, with masterbatches production already started in 1993. Rowad
National Plastic Company Ltd is a regional leader in plastic conversion, and is
a long-standing customer of Clariant Masterbatches. Together, the companies will
be able to develop new solutions for the plastics market. In addition to the
exisiting operations the construction of a new plant for the production of white
masterbatches has been decided.
“Our strategic partnership with Tasnee and the formation of the joint venture
represent a first essential step for Clariant in strengthening its presence in
one of the most important growth regions of the world. Clariant will contribute
a high level of specialist know-how to the new company, whereas Tasnee has
in-depth knowledge of the relevant regional markets, which will deliver major
benefits to our clients. The link with Tasnee will also create additional value
by facilitating access to feedstock. This partnership therefore represents
another step in the implementation of our global growth strategy”, said Clariant
CEO Hariolf Kottmann.
Hans Bohnen, Head of Business Unit Masterbatches, added: “We are pleased to join
forces with one of the leading industrial companies in the strategically
important growth region on the Arabic peninsula and in Saudi Arabia in
particular. The joint venture with Tasnee will open additional growth
opportunities for Clariant and Tasnee in the Middle East region.”
“We are happy to join hands with Clariant, a world leader in the business. By
this joint venture, Tasnee will enter into the important business of
masterbatches which will create further opportunities for serving the downstream
plastic industry in the Middle East region” said Saleh Alnazha, CEO of Tasnee.
Clariant to acquire Chinese healthcare packaging specialist VitaPac
Bolt-on acquisition to round out healthcare packaging portfolio
Low cost base production site with high quality performance
Opportunity to capture regional market share in emerging markets
Clariant, a world leader in specialty
chemicals, today announced that it has signed a purchase agreement with
VitaPac, a Chinese specialist for healthcare packaging. The owner-led
company with 80 employees is based in Hong Kong with a production site in
Dongguan, China. It had consolidated sales of about CHF 4. mio in 2013. The
transaction is expected to be completed by the end of the fourth quarter of 2014
and subject to regulatory approvals.
VitaPac, founded in 1995, develops and manufactures a full range of
high quality protective packaging solutions for the pharmaceutical,
neutraceutical and food industries, as well as for the logistics and electronics
sectors, mainly in the region of Asia-Pacific (APAC). The company focuses on
active sorbents and has built up a leading market position for desiccant packets
for moisture adsorption.
VitaPac is known for its innovative, technology-driven product lines that
address pharmaceutical stability and shelf life. The company maintains a Drug
Master File (DMF) with the FDA, and its products comply with all pertinent
regulations for use in direct contact with food and drugs.
The bolt-on acquisition of VitaPac complements the portfolio of Clariant’s
Business Line Medical Specialties within its Business Unit Masterbatches. The
agreement will help Clariant to gain increased market share in important
emerging markets especially in Asia but also to capture further sales in other
regions. The acquired Dongguan plant will enlarge Clariant’s global footprint,
furthering the reach to its multinational pharmaceutical customer base.
Hariolf Kottmann, CEO of Clariant, comments: “The acquisition of VitaPac is in
line with our strategy to grow profitably by investing in new technologies and
new markets. It will enable us to enhance Clariant’s existing portfolio of
packaging solutions with new innovative products from the active packaging area,
helping us to further develop our positioning in the medical specialties
market.”
SABIC acquires 24.99% stake in Clariant
サウジ基礎産業公社（SABIC）はクラリアントの24.99の株式を取得、最大株主になった。SABICはスペシャリティケミカル分野で新たな成長を追求する方針を打ち出しており、クラリアントへの出資はこのための大きなステップになるとみられる。クラリアントは「SABICとの新しい状況と新たな価値創造の可能性について今後数週間のうちに話し合いの場を持つ」としており、SABICを最大株主とした新体制で将来の成長戦略を練ることになる。
Clariant, a world leader in specialty chemicals, today acknowledges the investment by chemical industry peer and partner SABIC, which has acquired a 24.99% stake in Clariant. The acquisition of these stakes, which were previously held by White Tale and 40 North, makes SABIC the largest Clariant shareholder.
As is customary in the industry, Clariant was informed of SABIC's intention to acquire the shares prior to the transaction. SABIC is one of the major global chemical companies, with a significant specialty chemicals business and a partner of Clariant in the Catalyst joint venture Scientific Design.
Clariant intends to engage with SABIC over the coming weeks in order to discuss the new situation and explore possible ways to create value. Clariant will also continue the existing dialogue with all its other shareholders.
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All activists ever want is a quick boost in
their target's share price so they can sell and move on. That's what beleaguered
CEOs always say when hedge funds attack. The investors targeting Clariant AG
have just given that tired riposte a big dollop of credibility.
White Tale Holdings ended hostilities with the
Swiss chemicals group on Thursday by selling its 25 percent stake to Saudi Basic
Industries Corp. The decision follows repeated assertions from the agitator -- a
partnership between hedge fund Corvex Management LP
and investment group 40 North -- that it was a
long-term holder.
Measured in earth years, it was anything but. Corvex and 40 North began their
joint assault in July 2017. The duo helpfully blocked Clariant's misguided plan
to merge with U.S. peer Huntsman Corp. last year.
The pair then pushed for a strategic review to test the idea of selling the Swiss company's plastics and coatings business. This was a sensible demand. With management resisting, an ugly battle loomed.
両社の2016年の業績は次の通り。 1スイスフラン＝1.02米ドル
Clariant （100万スイスフラン） 売上高 EBITDA Care Chemicals 1,465 276 触媒 673 160 Plastics & Coating
(顔料、マスターバッチ、添加剤）2,525 368 天然資源ビジネス
Oil & Mining、Functional Minerals1,184 200 Corporate - -117 Total 5,847 887
Or so it seemed. In October, White Tale was emphatic: "We will take responsibility to see this through on behalf of all shareholders."
If other investors thought such statements meant White Tale was in for the long haul, they were wrong. The sale to Sabic has given an industrial shareholder a blocking stake in Clariant. Sabic says it has no current plans to mount a full takeover, but it would be surprising if it didn't covet full ownership. If it ever makes an offer, the chances of a rival forcing Sabic to pay a full price look slim. Thanks, White Tale.
Huntsman と Clariant は2017年5月22日、両社の取締役会が満場一致で両社の対等合併の契約を承認した。
統合会社の社名はHuntsmanClariant で、統合会社の売上高は132億ドル、 EBITDA は23億ドル、企業価値は約200億ドルとなる。
2017/5/26 Huntsman と Clariantが統合
両社は2017年10月27日、合併を断念した。
両社は合併が長期的に株主の利益になると信じるが、Clariantの株主で24.99%を所有する物言う投資家White Tale Holdings が反対を続け、他の株主も同調しているため、無理と判断した。
Clariant and Huntsman jointly decided to abandon planned Merger of Equals
Clariant and Huntsman Corporation today jointly announced that they have mutually terminated their proposed merger of equals. The decision was unanimously approved by the Boards of Directors of Clariant and Huntsman.
- Execution of merger at risk due to increased uncertainty of securing two-thirds majority by Clariant shareholders
- Termination in the best interest of all stakeholders
- Clariant will continue to focus on its successful strategy to further strengthen its market position
In a joint statement, Peter R. Huntsman, President and CEO of Huntsman, and Hariolf Kottmann, CEO of Clariant, stated: "We remain convinced that the proposed merger of equals as agreed to on May 21, 2017, would have been in the long-term best interests of all of our shareholders. However, given the continued accumulation of Clariant shares by activist investor White Tale Holdings and its opposition to the transaction, which is now supported by some other shareholders, we believe that there is simply too much uncertainty as to whether Clariant will be able to secure the two-thirds shareholder approval that is required to approve the transaction under Swiss law. Under these circumstances and in light of the high level of disruption and uncertainty that has been created for both companies, we have jointly decided to terminate the merger agreement. This will allow both companies to focus again fully on their respective stand-alone strategies in the best interests of the companies and their shareholders, associates, and other stakeholders. We maintain a great respect for one another, and we want to recognize and express our mutual and deep appreciation for the efforts and incredible commitment demonstrated by the associates of each company over the past several months."
The Termination Agreement foresees no payment of a break fee on either side. Clariant, therefore, avoids paying both the USD 210m deal breakage fee and the USD 60m EGM non-approval fee as foreseen in the Merger Agreement.
Following a thorough analysis of all strategic alternatives, Clariant's Board of Directors and Executive Committee unanimously considered the merger with Huntsman to be the best available option to further develop the company and increase the long-term value for all stakeholders. This view has been and is shared by the vast majority of our shareholders. Rudolf Wehrli, Chairman of the Board of Directors: "We regret the missed opportunity for value creation and thank our shareholders for their support. The Board of Directors, our Chief Executive Officer and our Executive Committee will now focus on our proven strategy to further strengthen the company's market position as a globally leading specialty chemicals company."
Clariant's CEO Hariolf Kottmann: "While White Tale's position on the merger has been different from ours, we share a common interest in increasing Clariant's value. We are committed to achieving this through a continuation of our existing and successful long-term growth strategy. That said, we will continue our dialogue with all our stakeholders."
While the merger would have enabled Clariant to speed up its strategy, the company has the utmost confidence in continuing its own path towards the goal of reaching a position in the top tier of the specialty chemicals industry. The success of its strategy is evidenced by a positive track record of increased profitability and enterprise value, a stronger portfolio which continues to grow, and leadership positions in innovation and sustainability. These elements will continue to be the foundation of Clariant's profitable growth, cash flow generation and value creation.
SABIC, which holds 25% of Clariant, and the Swiss company have been working to combine Clariant’s additives and specialty masterbatches businesses with parts of SABIC’s specialty chemicals operation.
Clariant, whose Chief Executive Ernesto Occhiello left abruptly this week said the companies have decided to temporarily suspend negotiations.
“Given the current market conditions, both parties have decided that temporarily suspending the negotiations is in the best interests of the respective shareholders of both companies,” Clariant said.
2018/2/2 SABIC、Clariantに出資
Clariant は1月25日、SABICがClariantの株式の24.99%を取得し、最大株主になったと発表した。
物言う株主Keith MeisterのヘッジファンドCorvex Management LP と投資グループの40 North から買収した。これまで Corvex Management LPと40 North は共同でWhite Tale Holdings を設立し、Clariantと対決してきた。
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2018年9月18日
SABICがクラリアントの「戦略安定大株主」に、両社の一部事業は統合へ
スイス特殊化学大手のクラリアントは18日、筆頭株主となったサウジアラビア基礎産業公社（SABIC）を「戦略安定大株主（strategic anchor shareholder）」とすることなどを取り決めたと発表した。クラリアントはM&A（企業の合併・買収）が活発化している化学業界で単独で生き残るには事業規模が小さいことから、事業規模が大きいSABICと緊密に協働することを決めた。事業再編にも踏み切る。クラリアントはSABICとの間で今回、
◇取締役会の定員を10人から12人へと増やしたうで、新取締役4人をSABICから迎え入れる
◇ハリオルフ・コットマン最高経営責任者（CEO）を取締役会会長へと異動する
◇SABIC特殊化学部門のエルネスト・オッキエーロ副社長を新CEOとして迎え入れる――も取り決めた。10月16日の臨時株主総会で決議する。クラリアントは単独での生き残りに向けて米同業ハンツマンとの合併を目指したものの、米投資会社ホワイトテールなど攻撃的な株主の反対を受けてとん挫した。SABICはその後、ホワイトテールなどからクラリアント株24.99％を取得することで合意。独禁審査を経て今月中旬に取得手続きを完了したことからクラリアントとの間で今回の協定を結んだ。
クラリアントは今後、SABICの協力を受けながら事業再編を行い、売上高と収益力を強化していく。最大の目玉は収益力の高い自社の添加剤、高性能マスターバッチ事業とSABICの特殊化学事業の一部を新設する「ハイパフォーマンス材料」部門へと統合するというもので、新設部門の売上高を2021年までに17年の30億スイスフラン（プロフォーマベース）から40億フランへと拡大。営業利益率（EBITDAベース）も19.4％（同）から「24〜25％」へと引き上げる。自動車、航空機、電機業界などで軽量素材のニーズが高まっていることから、同社は業績目標を達成できるとみている。
一方、収益力が低いプラスティック・コーティング事業（顔料、汎用マスターバッチ、医療用特殊品）は2020年までに売却する。
同社全体の業績については、21年までに売上高を17年の64億フランから約90億フラン、営業利益率を12.7％から約20％へと引き上げていく。
July 28, 2019
SABIC CEO says no interest in taking over Clariant
He told a news conference that once market conditions change, SABIC will have another round of talks about the joint venture with Clariant, which the two companies shelved.
Clariant said on Thursday that joint venture talks with top shareholder SABIC had been shelved due to differences over asset prices, a further setback for the Swiss chemicals maker whose CEO abruptly quit last week.
Clariant, a focused and innovative specialty chemical company, has agreed to sell its entire Masterbatches business to PolyOne. The transaction values the Masterbatches business at USD 1,560 million, representing c. 12.2 times the last twelve months reported EBITDA (ending September 2019) on a cash and debt free basis. This amount is payable at closing, which is expected by Q3 2020.
“This announcement is a significant milestone on our path to focussing on businesses with above-market growth, higher profitability and stronger cash generation. After the successful divestment of Healthcare Packaging in October 2019 the agreement to sell Masterbatches is an important step in delivering on our strategy defined in 2015 to concentrate on our three core Business Areas Care Chemicals, Catalysis and Natural Resources”, said Hariolf Kottmann, Executive Chairman of Clariant. “As announced, we are confident that we will execute the remaining divestment of our Pigments business in 2020 in order to build the new, more focused and stronger Clariant by 2021,” he added.
As previously communicated, the proceeds from the intended divestments of Clariant’s non-core businesses will be used to invest in innovations and technological applications within the core Business Areas, to strengthen Clariant’s balance sheet and to return capital to shareholders.
As a consequence of the divestment of the Masterbatches business, as well as the anticipated divestment of the Pigments business by the end of 2020, Clariant’s Board of Directors is proposing an extraordinary cash distribution of CHF 3.00 per share to the Clariant Annual General Meeting to be held on March 30, 2020. Subject to a positive vote of Clariant’s shareholders, the extraordinary distribution of approx. CHF 1 billion will be paid out post the closing of the divestment of the Masterbatches business.
The deal with PolyOne comprises two separate transactions. The global Masterbatches business is sold in a deal valued at USD 1,500 million, representing c. 12.1 times the last twelve months reported EBITDA (ending September 2019). Separately, the sale of Clariant’s Masterbatches business in India has been approved by Clariant Chemicals (India) Limited’s Board of Directors and is valued at INR 4,260 million or approx. USD 60 million, representing c. 17.3 times the last twelve months reported EBITDA (ending September 2019). Clariant Chemicals (India) Limited is listed on the stock exchanges in India with Clariant AG holding a 51% controlling stake. The closing of both transactions is subject to customary closing conditions and regulatory approvals.
Clariant’s Masterbatches business offers color and additive concentrates and performance solutions for plastics. Clariant’s Masterbatches help to enhance the market appeal or end-use performance of plastic products, packaging or fibers. In the financial year 2018, the total Masterbatches business generated sales of around CHF 1.181 billion.