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BASF Said to Prepare 3 Billion-Euro Bid for Germany's Cognis

　　→　BASF reaches agreement to purchase Cognis

Cognis

Cognis is a worldwide leading supplier of innovative specialty chemicals and nutritional ingredients, with a particular focus on the areas of wellness and sustainability. The company employs about 5,600 people, and it operates production sites and service centers in 30 countries. Cognis has dedicated its activities to a high level of sustainability and delivers natural source raw materials and ingredients for the pharma, foods, beverages and dietary supplements markets, as well as for the cosmetics, detergents and cleaners industries. Another main focus is on products for a number of other industries, such as coatings and inks, lubricants, agriculture and mining.

Cognis is owned by private equity funds advised by Permira, GS Capital Partners and SV Life Sciences. In 2009, Cognis recorded sales of about 2,6 billion euros and an Adjusted EBITDA (operating result) of 364 million euros.

Cognis' three strategic business units (SBUs) are aligned with the markets of our customers' customers.

ヘア・ボディ・オーラルケア剤
　　ヘア・ボディ・オーラルケア剤、　シャンプーコンディショニング剤原料、ヘアカ ラー剤原料、口腔洗浄剤原料
スキンケア剤
　　化粧水・乳液原料、メイク落とし原料、UV ケア化粧品原料、リキッドファンデーション原料
ホームケア剤
　　台 所用洗浄剤原料、柔軟材原料、柔軟仕上剤原料
産業･施設用洗浄剤

栄養補助食品素材 (栄養補助食品の主原料)
医薬品原料 (一般用医薬品原料、医薬品添加物)
食品添加物 (色素原料・乳化剤等の食品添加物、品質改良剤)
機能性食品素材 (機能性食品原料、栄養補助食品原料)

　・ポリ−マー・コーティング・インク
   ・エポキシ樹脂硬化剤、ウレタン樹脂用ポリオール
   ・インキ用ポリアミ ド樹脂、乳化重合用添加剤
   ・アクリル系特殊モノマー・オリゴマー
   ・その他インキ・ UV コーティング添加剤各種V

February 1999: The Management Board of Henkel KGaA proposes to carve out the chemicals business and set it up as a legally independent entity.

August 1999: Cognis Deutschland GmbH & Co. KG is launched as 100 percent subsidiary of Henkel KGaA.

November 2000: Henkel states decision to sell Cognis, to focus on Brands and Technologies.

November 2001: Three private equity investors - Permira Funds, GS Capital Partners and SV Life Sciences Funds - become the new owners of Cognis.

February 2006: Cognis transfers its global oleochemicals business油脂化学, comprising fatty acids, glycerin, oilfield chemicals, ozone acids, and plastics technology(オレオケミカルズ事業本部及びプラスチック添加剤グループ), to its existing joint venture with Golden Hope Plantations Berhad (since November 2007: Sime Darby Berhad). The 50:50 joint venture, known as Cognis Oleochemicals (M) Sdn. Bhd. and headquartered in Malaysia, remains a subsidiary of the Cognis Group.

The successful Synergy Drive merger between Golden Hope Plantations Berhad, Kumpulan Guthrie Berhad and Sime Darby Berhad has created a new organisation that is driven by a brand new vision and inspired with a renewed sense of purpose.
Malaysian-based multinational with our core businesses in plantation, property, motors, industrial, energy & utilities and with growing presence in China and healthcare.

November 2008: Cognis sells its 50-percent stake in the Cognis Oleochemicals joint venture (effective June 30, 2008) to PTT Chemical International Private Ltd., a Singapore based wholly owned subsidiary of (タイの) PTT Chemical Public Company Limited . A stable supply of oleochemical basestocks is secured, as Cognis is intending to continue sourcing products from the business under normal third party commercial terms.

Emery Oleochemicals, formerly Cognis Oleochemicals, is a 50:50 joint venture between PTT Chemical International, a leading producer and distributor of chemical products based in Malaysia and Sime Darby Plantation, the world’s largest producer of palm oil.
Emery Oleochemicals operates several production sites and service centers in 3 continents, i.e. Americas, Europe and Asia and employs more than 1,000 employees. 

April 09, 2010 Bloomberg　　　　2010/4/28 BASF、 ドイツのCognisにTOBか

BASF Said to Prepare 3 Billion-Euro Bid for Germany's Cognis

BASF SE is preparing a bid for Cognis GmbH that may value the closely held chemical maker at about 3 billion euros ($4 billion), according to two people with knowledge of the situation.

BASF, the world's biggest chemical producer, may make an offer as early as next week, said the people, who declined to be identified because the plans are private. BASF spokeswoman Jennifer Moore-Braun declined to comment.

A U.S. bidder is also interested in buying Cognis, which is owned by Goldman Sachs Group Inc. and Permira Advisers Ltd., one of the people said. Lubrizol Corp. and DuPont Co. are among companies that might want to make a bid, analysts said April 9.

Cognis is drawing bidders with its ingredients for body lotions, cleaning products and shampoos, products that are more resistant to economic cycles than those directly derived from oil and gas.

“Cognis is strong in home and personal-care chemicals based on natural raw materials,” said Andreas Heine, an analyst at UniCredit SpA. “Whoever owns Cognis, owns the global market leader. It would be the right addition for BASF. We believe Cognis will be sold this year.”

Buying Cognis would help BASF Chief Executive Officer Juergen Hambrecht curb his company's reliance on plastics and chemicals that Middle East competitors produce more cheaply. A former Henkel AG unit, Cognis was sold to the buyout firms in 2001.

Potential U.S. Bidders

Among the potential U.S. bidders, Lubrizol's “balance sheet is in a very strong position,” said Dmitry Silversteyn, an Independence, Ohio-based analyst at Longbow Research. “They have articulated a desire to grow in personal care.”

The largest maker of thickeners for personal-care products such as lotion and shampoo, Lubrizol has a market value of $6.58 billion, $1.9 billion of debt and nearly $1 billion of cash.

Lubrizol is targeting acquisitions of as much as $500 million, although “given the nature of acquisitions, there might be some that are bigger,” Mark Sutherland, a spokesman for the Wickliffe, Ohio-based company, said April 9. The company wants to maintain its investment-grade credit rating with any deal, he said. Standard & Poor's Ratings Services rates Lubrizol BBB+, three levels above junk.

Lubrizol declined to comment on whether it's interested in buying Cognis. The company could make a $3 billion acquisition and maintain investment-grade credit, Deutsche Bank AG analysts wrote in a March 16 report.

Lubrizol Acquisitions

An acquisition of Cognis would be a multiple of the largest previous Lubrizol deal, the 2004 purchase of Noveon International Inc. for about $1.84 billion in cash and assumed debt, which gave the company personal-care product ingredients. Bloomberg records show Lubrizol completed 16 acquisitions dating to 1998.

Cognis may also be a good fit for DuPont, the third-biggest U.S. chemical maker, Laurence Alexander, a New York-based analyst at Jefferies & Co., said April 9. Lori Captain, a spokeswoman for Wilmington, Delaware-based DuPont, declined to comment.

The owners of Cognis are reviewing their options and will decide in coming weeks whether to sell the company or pursue an initial public offering, another person said. Venture capital company SV Life Sciences also owns a stake in Cognis.

Cognis's equity value compared with peers including British competitor Croda International Plc limits the amount it may generate in an IPO, making a sale to a strategic investor more likely, according to credit analyst Jochen Schlachter of UniCredit SpA in Munich.

The Lubrizol Corporationは1928年に米国オハイオ州クリーブランド市の郊外に設立された。最初の製品は，自動車の重ね板バネのキシミ音を低減するために開発したもので“Lubri-Graph”と称し，大ヒット商品となった。そのすぐ後に自動車のエンジン油も商品化したが，これらの技術から添加剤の分野に特化し，大きな成功を収めた。歴史的には，独立系の添加剤専業メーカーとして世界中で事業を展開してきた。
1998年はBP ケミカルからアディビス事業 Adibis lubricant and fuel additives business を，
2003年は米ダウ・ケミカルからパーソナルケア事業の一部 selected personal-care product lines from Amerchol Corp., a subsidiary of the Dow Chemical Co. を，
2004年は英アビシアAvecia からパフォーマンス・コーティングス事業additives business of Avecia, comprising pigment dispersants marketed under the brand names Solsperse, Solplus and Solthix. を買収したのに加え，

富士フイルム インクジェットプリンター向けインク染料メーカーの英国アビシア社を買収


同年7月，米BFグッドリッチのパフォーマンス･マテリアル部門が独立・発足したノベオン社を買収し現在に至っている。Lubrizol has agreed to acquire Noveon and its portfolio of higher growth specialty chemical businesses for $1.84 billion.

2001/5/23
PMD Group Inc. -formerly BFGoodrich Performance Materials segment -- announced today that its new name will be
Noveon, Inc.

　

Today, The Lubrizol Corporation comprises two business segments, Lubrizol Additives and Lubrizol Advanced Materials, making it possible to offer our customers a wide range of products, enabling them to improve upon their business.

Lubrizol Additives covers engine oil, driveline and industrial additives.

For everything else from industrial to consumer applications, there’s Lubrizol Advanced Materials, specializing in producing advanced specialty polymers, polymer-based additives and chemical additives.

With an impressive history extending back to the 1870s (formerly the Performance Materials Division of The BFGoodrich Co.), Lubrizol Advanced Materials is a leading global producer of advanced specialty polymers, polymer-based additives and chemical additives. Used in everyday consumer and industrial applications, our additives and ingredients can be found in everything you touch, from personal care products to pharmaceuticals, plastics technology to performance coatings. 

2010-06-23 　　　　2010/6/24　BASF、 特殊化学品メーカーのCognisを買収

BASF reaches agreement with Cognis Holding Luxembourg S.a r.l. to purchase Cognis

BASF SE has reached an agreement with Cognis Holding Luxembourg S.a r.l. controlled by Permira Funds, GS Capital Partners and SV Life Sciences to acquire the specialty chemicals company Cognis for an equity purchase price of ?700 million. Including net financial debt and pension obligations, the enterprise value of the transaction is ?3.1 billion. The acquisition is subject to clearance by the competent merger control authorities. Closing of the transaction is expected for November 2010 at the latest.

“With the acquisition of Cognis, we are strengthening our portfolio with cyclically robust and profitable businesses and further expanding our position as the world’s leading chemical company,” said Dr. Jurgen Hambrecht, Chairman of the Board of Executive Directors of BASF SE.

Cognis is a worldwide supplier of innovative solutions and products based on renewable raw materials for the health and nutrition market as well as the cosmetics, detergents and cleaners industries. Another main focus is on products for a number of other industries, such as mining, lubricants, coatings as well as agriculture. The company employs about 5,500 people, and it operates production sites and service centers in 30 countries. In 2009, Cognis had sales of about ?2.6 billion and an EBITDA (earnings before interest, taxes, depreciation and amortization) of ?322 million.

“With the support of our owners Permira Funds and CS Capital Partners, we have become a leading innovative supplier of specialty chemicals,” stated Dr. Antonio Trius, Chief Executive Officer of Cognis. “In particular, our focus on wellness and sustainability and our expertise in renewable raw-material based products have been our main success factors. We are convinced that there are excellent opportunities through combining the strengths of Cognis and BASF.”

The customers of Cognis include global consumer goods companies as well as regional suppliers from the personal and home care industries, as well as from the area of health and nutrition. The company also offers products for coatings and paints, lubricants for the transport industries and additives for chemical-technical applications for agriculture and mining.

Growth ? Value ? Sustainability

“With this acquisition, we want to achieve a leading position in personal care ingredients, strengthen our leading position in value added products for home care and establish a strong position in health and nutrition products,” said Dr. John Feldmann, member of the Board of Executive Directors of BASF and responsible for the Performance Products segment. “By purchasing Cognis, we will in particular expand our portfolio with products based on renewable raw materials. A broader and more attractive offering of products and services combined with our research and development expertise will allow us to become an even more important partner for joint development projects with our customers. This will contribute to making them even more successful.”

Following the necessary approvals, the business will be integrated into BASF’s Performance Products segment. The segment had sales of ?9.4 billion in 2009. Performance products help customers to improve their products and processes. They give special characteristics to countless everyday products: for example diapers, paper, vitamins for food supplements, UV filters for sunscreen, plastic additives and products for water treatment, mining applications and for the oil, automotive and coatings industries. “The acquisition of Cognis is an important step in our segment strategy of Growth, Value and Sustainability,” explained Feldmann.


About Cognis

Cognis was created in 1999 from the chemicals business of Henkel, one of the leading German producers of consumer goods. Since November 2001, Cognis has been owned by Cognis Holding Luxembourg S.a r.l. which is controlled by Permira Funds, GS Capital Partners, and SV Life Sciences. Cognis offers added-value solutions and products on the basis of natural raw materials for the health and nutrition markets as well as the cosmetics, detergents and cleaners industries. Another main focus is on products for a number of other industries, such as coatings and inks, lubricants, as well as agriculture and mining. Further information about Cognis on the internet under www.cognis.com