September 22, 2004 Clariant

Clariant Sells Its Stake In SF-Chem for CHF 22 Million
http://www.clariant.com/corporate/cc_news.nsf/NS.vi.newsreleases/FFD0F424AD22B8F6C1256F17001D8884?opendocument

Clariant has sold its 25% stake in SF-Chem, based in Pratteln, Switzerland, to Capvis, a Swiss based Private Equity company, and the company management for CHF 22 million. The Basel-based agrochemical company Syngenta, which owns the remaining 75% of SF-Chem, is also selling its stake to Capvis.

The SF-Chem transaction is part of Clariant's strategy to sell businesses that are outside its core activities. Last year the company began a far-reaching Transformation Program that includes selling several non-strategic businesses, cutting costs and making sustainable competitiveness improvements.

September 2004　Syngenta

Syngenta sells stake in SF-Chem
http://www.syngenta.com/en/media/article.aspx?article_id=446

Syngenta announced today that it is selling its 75 per cent stake in the Swiss chemical company SF-Chem to the Zurich-based private equity firm Capvis. The remaining 25 per cent stake held by Clariant is also being sold to Capvis. The total consideration for the transaction is CHF81 million ($64 million), of which Syngenta’s share is CHF59 million ($46 million), plus an additional performance-related component.

“It has become increasingly clear that our investment in SF-Chem is no longer core“, said Christoph Mader, responsible for Syngenta in Switzerland.

SF-Chem
http://www.sf-chem.com/

SF-Chem supplies customers in the chemical industry, in particular in the pharmaceutical, agrochemical and speciality chemicals industries. The company, founded in 1917, has its head office and production facilities at Pratteln in Basel, Switzerland.

SF-Chem is pursuing a growth strategy with its independently operated business units Chemicals and Custom Manufacturing in order to ensure an independent worldwide market position.

November 15, 2004 3M

Dyneon and Meilan Reach Cooperative Agreement on PTFE
http://solutions.3m.com/wps/portal/_l/en_US/_s.155/122309/_s.155/130510

Dyneon LLC, a 3M company and one of the world's leading fluoropolymer producers, and Meilan Group, a Jiangsu, China-based company and one of China's leading fluorochemical producers, have reached an agreement to establish a Polytetrafluoroethylene (PTFE) manufacturing relationship in China to provide PTFE products for both Meilan and Dyneon.

With this move, Dyneon continues to build on its long-term commitment to the worldwide fluoropolymer business, effectively strengthening its product availability and reinforcing its ability to supply product globally. Under this arrangement, which is the first of a series of cooperative projects planned between the companies, Dyneon will be able to better serve and support its customers.


Dyneon, a 3M company, is one of the world's leading fluoropolymer producers with operations or representation in more than 50 countries. Headquartered in Oakdale, Minn., Dyneon employs more than 800 people globally who are dedicated to customer service, technical and sales support, marketing, research, application development, and production.

日本経済新聞　2005/2/22

後発医薬品　ノバルティス１位に　米独２社を７９００億円で買収

　スイスの医薬品大手ノバルティスは２１日、ドイツの後発医薬品（ジェネリクス）２位のヘクサルを買収することで合意したと発表した。ヘクサルと提携関係にある米後発品大手イオン・ラブズも傘下に収める。両社の買収の結果、ノバルティスの後発品部門「サンド」は、後発品メーカーとしては世界最大手となる。
　
（毎日新聞）　後発品メーカーとしてはイスラエルのテバ・ファーマシューティカルを抜き世界最大手となる。

2005/2/21　Novartis

Novartis to acquire Hexal AG and Eon Labs, creating the world leader in generics
http://dominoext.novartis.com/NC/NCPRRE01.nsf/44aff02a639be034c1256b4b007b5f4d/4cd9e3c925ebe6f8c1256fae00802fdc?OpenDocument

2005/6/27 Quadrant

Quadrant acquires Poly Hi Solidur
http://www.quadrant.ch/presse/prr_e.asp?preview=10&lang=5&id=130&pagePos=1

Quadrant has signed an agreement with Menasha Corporation to purchase its Poly Hi Solidur, Inc. business, the world's leading manufacturer of ultra-high molecular weight polyethylene (UHMW-PE) semi-finished products for machining and fabrication. The purchase price of approximately US$ 82 million in cash plus the assumption of US$ 3 million of capitalized leases will be financed from existing liquid funds and by increasing bank borrowings by about 90 million Swiss francs. An increase in share capital is not planned. The transaction will be completed in August of this year. This external growth step is the second-largest in Quadrant’s history and significantly extends the company’s product range and its global leadership in the market for engineering plastic products.

Poly Hi Solidur, based in Fort Wayne, Ind., US, operates production facilities in the USA, Germany, France, the UK, Japan and South Africa, and has dedicated R&D, sales and business development resources among its workforce of over 1000 employees worldwide. In 2004, the company posted total sales of US$ 169 million, approximately two-thirds of which were generated in the US.

UHMW-PE products display very high non-stick characteristics similar to Teflon(R) and high resistance to corrosion from chemicals and to abrasive environments such as sand and slurries. In machined and fabricated part form, their uses include applications in material handling, agricultural, power transmission and food processing machinery, as well as in medical devices, shipping and recreational equipment. Poly Hi Solidur’s branded UHMW-PE products include the well-known TIVAR(R) and QuickSilver(R) trademarks.

2005/9/16

Sterling Chemicals Announces Exit From Acrylonitrile and Derivative Businesses
http://biz.yahoo.com/prnews/050916/daf007a.html?.v=1

STERLING CHEMICALS, INC. announced that it was exiting the acrylonitrile business and related derivative operations. The Company's decision was based on a history of operating losses incurred by its acrylonitrile and derivatives business, and was made after a full review and analysis of the Company's strategic alternatives.

Based in Houston, Texas, Sterling Chemicals, Inc. manufactures a variety of petrochemical products at its facilities in Texas City, Texas.

Sterling Chemicals

We manufacture styrene, acetic acid and plasticizers at our Texas City, Texas facility.

Styrene
Percent of Total North American Capacity 11%
North American Market Position by Capacity 4

Acetic Acid
Percent of Total North American Capacity 17%
North American Market Position by Capacity 3

Plasticizers
Percent of Total North American Capacity 9%
North American Market Position By Capacity 3

2006/3/10 Platts

Canada seeks investment in oil, petrochemicals from Alberta sands


Aromatics would be extracted from raw bitumen contained in the oil sands, while olefins would be cracked from naphtha to be produced from synthetic crude oil, which in turn would come from bitumen as well.

In a feasibility study presented at a seminar to a group of Japanese delegates, Plessis estimated that a production capacity of 300,000 b/d of bitumen could support a worldscale steam cracker with ethylene, propylene and butadiene capacities of 2,800 mt/day (1 million mt/year), 1,600 mt/day, and 270 mt/day, respectively.

2006/7/6 BOC

BOC to build only carbon dioxide plant in U.S. Northeast
CO2 to come from ethanol production in Volney, N.Y.
http://www.boc.com/news/2006/July/barticle_1230_06jul06.asp

BOC, one of the world's largest industrial gases companies, is expanding its carbon dioxide (CO2) capacity with a new plant in Volney, New York. The plant will be the first CO2 plant built in the Northeast in nearly two decades and will be the only CO2 plant in the region.

BOC will build the 600 ton a day plant at the Permolex International/NEB ethanol plant, expected to begin operating in December 2007, and which will be housed in a former brewery in the Riverview Business Park, some 25 miles north of Syracuse.

When BOC’s plant comes online next year it will capture ethanol’s by-product, CO2, purify it and liquefy it for sale to BOC customers. Those customers, major food and beverage companies and chemicals manufacturers are located throughout New York, New Jersey, Pennsylvania and New England.

2006/3/6 Linde

Recommended cash offer by Linde for BOC

Linde AG, Wiesbaden/Germany, has agreed to make a pre-conditional offer to acquire the entire share capital of The BOC Group plc, Windlesham/UK, for 1,600 pence in cash per share. The board of directors of BOC intends to recommend BOC shareholders to accept the offer.
The making of the offer is subject to the satisfaction or waiver of European and US competition authority clearance pre-conditions and the offer is subject to the requisite approval of BOC's shareholders and the English Courts. Given the complementary product portfolios of both companies, Linde expects that the pre-conditions can be satisfied. Linde currently anticipates this will occur by the end of May 2006. If the pre-conditions are satisfied by that time, the transaction is expected to be completed in the third quarter of 2006.

Following the acquisition, Linde will be one of the world's leading industrial gases and engineering groups with combined gas and engineering sales of approximately Euro 11.9 billion.

The funds necessary for the acquisition will be provided under a credit facility entered into with Commerzbank AG, Deutsche Bank AG, Dresdner Bank AG, Morgan Stanley International Limited and The Royal Bank of Scotland plc. The credit facility will be refinanced through a combination of a capital increase in an amount of Euro 1,4 to 1,8 billion, hybrid capital (1,2 to 1,6 Euro billion), the issue of bonds, bank loans and the divestment of selected activities. It is Linde's intention to maintain an investment grade rating for the combined group.

---

2006/6/6 Linde

European Commission approves Linde’s acquisition of BOC

The European Commission has approved the acquisition by Linde AG, Wiesbaden, of The BOC Group plc, Windlesham, UK. The approval is subject to certain conditions. The conditions require the divestiture of Linde’s gas business in the UK, BOC’s gas activities in Poland and contracts with Linde’s ethylene oxide customers in the UK and Ireland. These divestitures correspond to a sales volume of approximately 160 million euros.

In addition, Linde committed to transfer certain contracts with helium suppliers and to sever, to an extent agreed with the Commission, joint ventures between BOC and Air Liquide in the Asia/Pacific region, either by selling BOC’s shareholding or by acquiring Air Liquide’s shareholding.

“The approval from the European Commission is a key step towards a merger with BOC,” confirmed Prof. Wolfgang Reitzle, President and CEO of Linde AG. “We expect the transaction to be closed in the course of the third quarter of 2006. The extent of the Commission’s conditions is in line with our expectations and we will comply promptly with these conditions.”

---

2006/7/18 Linde

U.S. Federal Trade Commission clears Linde’s proposed acquisition of BOC

The U.S. Federal Trade Commission (FTC) has cleared the proposed acquisition by Linde AG, Wiesbaden, of The BOC Group plc, Windlesham, UK.
The clearance is subject to certain divestitures to address FTC concerns relating to atmospheric gases and wholesale bulk liquid helium. As a condition to FTC clearance, Linde has agreed to divest eight air separation units in the United States. It has also agreed to divest three liquid helium purchase agreements with suppliers in the United States, Russia, and Poland as well as associated assets. These divestitures correspond to a sales volume of approximately 180 million euro in the year ended December 31, 2005.

"We are pleased to confirm that each of the pre-conditions to the making of the Offer has now been satisfied," said Prof. Wolfgang Reitzle, President and CEO of Linde AG. "This is a milestone on our way towards the merger with BOC. We will swiftly take the next steps to implement the transaction and look forward to our joint integration process with BOC."

The Offer to the BOC shareholders will shortly be launched, by means of the posting of the scheme document. The consent of the High Court to the despatch of the scheme document has been obtained. Completion of the Offer is expected in September 2006.

Teknor Apex 　　　http://www.teknorapex.com/

　Teknor Apex Acquires Chem Polymer

Teknor Apex to begin compounding in Europe

　Teknor Apex Purchases Singapore Polymer Corporation, Leading Thermoplastics Compounder in Asia-Pacific

　Teknor Apex opens Suzhou Plant to supply Chinese processors with full range of compounds

Teknor Apex Company is a privately-held company founded in 1924 and headquartered in Pawtucket, Rhode Island. Our seven divisions and two subsidiaries employ over 2000 people in 10 locations in the United States, one in Singapore, and one in the United Kingdom.

The Vinyl Division of Teknor Apex is one of the world's leading suppliers of specialty PVC compounds.

The Thermoplastic Elastomer Division of Teknor Apex has built its worldwide TPE leadership on more than 75 years experience with flexible and elastomeric polymers.
Headquartered in Pawtucket, Rhode Island, Teknor Apex also operates thermoplastic elastomer facilities in St. Albans, Vermont; Brownsville, Tennessee; Henderson, Kentucky; and in Singapore.

With strategically located plants across North America and one in Singapore, Teknor Color Company provides colorants for the plastics industry worldwide. We offer a full line of custom and standard colors and additives as well as special effects for all processes.

Chem Polymer is an engineering thermoplastics compounder which produces reinforced, filled and specially modified compounds of nylon 6 and 66, acetal, PBT and PET for automotive, appliance, electrical, electronic and other applications.

Teknor Specialty Compounding is a diversified toll and custom manufacturer of thermoplastic compounds and additive blends. We are a resource for customers requiring an independent, confidential provider of production capacity, formulating experience and process expertise.

Singapore Polymer Corporation

December 31, 2004　 Teknor Apex

Teknor Apex Acquires Chem Polymer, International Supplier of Engineering Plastics Compounds with Plants in UK and USA

Teknor Apex Company today purchased the UK and US engineering thermoplastics compounding businesses of Chem Polymer, which is a leading supplier to customers throughout Europe and the Americas and has a growing presence in Asia. Chem Polymer will operate under its existing management as a distinct entity within Teknor Apex, retaining the Chem Polymer name and a workforce of 150.

Until now a member of the UK-based Chem Polymer Group (formerly BIP Group), Chem Polymer produces reinforced, filled, and specially modified compounds of nylon 6 and 66, acetal, PBT, and PET for automotive, appliance, electrical, electronic, and other applications. It operates two plants in the UK and one in the USA, with combined annual capacity of 30,000 metric tons (66,000,000 lb.).

Oct. 23,2006 PLASTICS NEWS

Teknor Apex to begin compounding in Europe

Teknor Apex Co., a U.S.-based compounder of specialty PVC, thermoplastic elastomers and color concentrates, plans to start a European TPE compounding operation in 2008, officials said at Fakuma 2006.

Teknor Apex plans to install a small compounding operation next year in the Oldbury, England, factory of Chem Polymer, according to Andre Toczek, sales and marketing manager of the European operation.

Teknor officials have not decided the location of the full-scale TPE production, although Oldbury is one option, Toczek said Oct. 19 at the show.

January 9, 2007 RTP

RTP Company Announces Long Fiber Thermoplastics Availability at China Facility

RTP Company, a global leader in specialty compounds, has added multiple long fiber-reinforced thermoplastic (LFRT) production lines at its Suzhou, China manufacturing facility. The long glass fiber compounds are based on various resin systems including nylon and polypropylene.

“The new LFRT lines will support our rapidly-growing automotive and industrial customer base in China along with offering long fiber technology to other markets for applications requiring higher strength at lighter weights,” said Joe Kluck, Executive Vice President at RTP Company.

RTP Company’s 16,000 square meter (170,000 square feet) manufacturing plant in Suzhou, China was opened in December 2005. The state-of-the-art facility offers a full complement of customer support, product development, and technical service.

RTP Company significantly expanded its LFRT capabilities earlier this year with the opening of a long fiber facility near its Winona, Minnesota headquarters. RTP Company also installed additional long fiber lines at several of its worldwide operations in 2006 and introduced a broader long fiber product offering.

Long Fiber Compounds are often used to replace metals and consequently have become one of the fastest-growing materials in the thermoplastic industry. They offer excellent mechanical properties and their high strength-to-weight ratios result in parts that can withstand heavy loads over long periods of time, even in elevated temperatures.

ABOUT RTP COMPANY
RTP Company, headquartered in Winona, Minnesota, is a global leader in specialty thermoplastic compounding. The company has eight manufacturing plants on three continents, plus sales representatives throughout North America, Europe, and Asia/Pacific. RTP Company's engineers develop and produce custom compounds in over 60 different engineering resin systems for applications requiring color, conductivity, flame retardancy, high temperature, structural, elastomeric and wear resistant properties.

2007/4/23 Platts

Mexico's PVC producer Mexichem eyes takeover of Pemex's VCM plant

Mexico City-based chemicals group, Mexichem, whose recent acquisitions have made it the biggest producer of PVC in Latin America, aims to break a production bottleneck by taking control of state Pemex's VCM plant, Enrique Ortega, Mexichem's investor relations manager said Monday.

"We supply the plant with 90% of the chlorine it uses and buy 70% of its VCM output," Ortega told Platts. "It's natural that we would want to acquire it and the law allows us to do so." VCM is classified as a secondary petrochemical to which Pemex's state monopoly does not apply.


The Pajaritos VCM plant has been a thorn in Mexichem's flesh for some time. In 2002, Pemex announced the award to Spain's Duro Felguera of a $74 million contract for an expansion of the plant's capacity from 200,000 metric tons/year to 405,000 mt/year. The expansion project took much longer than programmed, forcing Mexichem and others to import VCM in the meanwhile, and the expansion of production capacity appears to have fallen far short of target. Last year the plant produced 209,000 mt/year of VCM.

In February, Mexichem announced the acquisition of two Latin American companies -- Costa Rica-based Grupo Amanco, which makes PVC piping for water systems, and Petroquimica Colombiana (Petco), a Colombia-based producer of PVC resins. The addition of Amanco and Petco to Mexichem's fast-growing portfolio of affiliates should double the group's revenues to $2.4 billion this year, Ortega said.

2007/5/8 Clariant

Clariant sells Custom Manufacturing Business to International Chemical Investors Group

Clariant today announced the sale of its Custom Manufacturing Business to International Chemical Investors Group (ICIG) for an undisclosed transaction value. The sale is the latest step in Clariant’s strategy to focus on its core competencies in colors, surfaces and performance chemicals.
Clariant’s Customer Manufacturing Business supplies a wide range of intermediates and actives ingredients for the agrochemicals, pharmaceuticals and polymers industries. At closing, the new autonomous entity will be one of the world’s leading suppliers to the agrochemicals industry with production sites in Germany and the US. In 2006, the Custom

About International Chemical Investors
International Chemical Investors is an investment group focusing on mid-sized chemical businesses, preferably subsidiaries of large corporations, which are considered non-core, with leading positions in niche markets, operating in competitive environments. Including the newly acquired Clariant businesses, ICIG will operate 14 production facilities located in Germany, the United States, France, Belgium, Ireland and Poland with total sales of close to Euro 500 million and more than 2,500 employees.

July 9, 2007 　Bloomberg

CVC to Buy Chemical Seller Univar for EU1.52 Billion

CVC Capital Partners Ltd. agreed to buy Univar NV of the Netherlands for 1.52 billion euros ($2.07 billion) to gain the largest distributor of chemicals in the U.S.

Europe's No. 2 buyout firm will purchase Univar for 53.50 euros a share, the companies said in a statement today. That's 37 percent more than Friday's closing price for Univar, which buys bulk chemicals and then sells them to 250,000 industrial users.

CVC's bid comes less than three months after Rotterdam- based Univar bought Chemcentral Corp. of Illinois to boost U.S. sales 40 percent. London-based CVC said it backs expansion in the world's biggest economy, which grew at its slowest pace since the end of 2002 in the first quarter, and also plans to fund further acquisitions in Europe, Asia and the Middle East.

Univar has 8,000 employees and more than 200 chemical- distribution centers in the U.S., Canada, Europe and Asia, it said in the statement. The majority of the company's products are commodity chemicals bought in bulk and then processed, blended and sold to clients in industries ranging from agriculture and drugs to forestry, food and electronics.

CVC is investing 10 billion euros it has amassed in the past two years. The Univar deal comes five days after the 800 million-euro purchase of Taminco NV, a Belgian maker of chemical ingredients for the pharmaceutical industry. Dutch investment firm AlpInvest Partners NV sold Taminco in an auction.

CVC was founded in 1981 as Citicorp's European private- equity arm before its managers bought their independence in 1993. Run by Michael Smith, who joined from Citibank in 1982, the firm has about $24 billion of funds. It already owns more than 40 companies with more than 300,000 employees and revenue in excess of 38.5 billion euros, according to its Web site.

2007/10/10 Hexcel

Hexcel to build prepreg facility in China

Hexcel Corporation, in conjunction with Tianjin Xeda Administrative Committee, has today announced further details of its plans to build a new prepreg plant in China.  The new facility is intended to meet the strong demand for composites used in wind turbines.  China is experiencing major growth in its wind energy market and the country plans to double the amount of energy it obtains from renewable sources by 2020; a strategy that will require a major increase in the number of wind power plants in the country.

With the support of Xeda, Hexcel has secured a total floor area of 30 000m2 site in Tianjin, close to the facilities of major wind power customers. The plant building area will occupy approximately 8,000m2 and manufacture HexPly® epoxy resin prepregs, primarily for wind energy and industrial applications.  Production at the new facility will commence in summer 2008.

Prepreg is fiber-reinforced resin system that cures under heat and pressure to produce structures with a very high strength to weight ratio.  Prepreg is widely used in the wind energy industry where its outstanding strength and low weight have enabled turbine blades to grow to today’s giant proportions.

HexPly® prepregs are specially formulated resin matrix systems, that are reinforced with man-made fibers such as carbon, glass and aramid.  When cured at elevated temperatures, the themoset resin undergoes a chemical reaction that transforms the prepreg into a solid structural material that is highly durable, temperature resistant, exceptionally stiff and lightweight.

November 8 2007 Rio Tinto

Rio Tinto rejects approach from BHP Billiton

Rio Tinto notes the recent announcement from BHP Billiton involving a proposed acquisition of Rio Tinto. Under this proposal each Rio Tinto share would be exchanged for three BHP Billiton shares.

The Boards of Rio Tinto have given the proposal careful consideration and concluded that it significantly undervalues Rio Tinto and its prospects. Accordingly, the Boards have unanimously rejected the proposal as not being in the best interests of shareholders.

Rio Tinto will continue to focus on the implementation of its well articulated strategy, including integrating Alcan operations. 

A merger would create a base metals colossus with powerful positions in coking coal, iron ore, copper and aluminium. BHP's offer - three BHP shares for every Rio share, which values the bid at more than $140 billion on current prices - was rejected by Rio at a board meeting held earlier this week to consider the proposal. Rio shares gained 956p, or 22 per cent, to £52.96 in response to news of BHP's interest, while BHP fell 100p, or 5.6 per cent, to £16.56.

Steel lobby to urge EU to ban Rio Tinto/BHP merger

2008/2/29 Albemarle 　　　　　　　　　　　　　　　　BASF interested in acquiring Albemarle

Albemarle to Expand Antioxidant Production in China

Strategic move will further strengthen position in the China plastics additives marketplace

Albemarle Corporation, a leading global supplier of antioxidants for polymers, lubricants, fuels and biofuels, announced today that its Board of Directors has approved a project to more than double the antioxidant production capacity of Shanghai Jinhai Albemarle Fine Chemicals Co., Ltd., part of the "Jinhai Albemarle" manufacturing joint venture in which Albemarle gained a majority ownership stake last year.

This strategic expansion will allow Jinhai Albemarle to maintain its market position as the leading manufacturer and supplier of polymer antioxidants in China.

2008/6/22 polymer-age.co.uk

Cabot to manufacture in the Middle East

Carbon black masterbatch producer Cabot Corporation is to start making masterbatch in the Arabian Gulf. It is to build a plant in the Jebel Ali Free Zone, Dubai with an initial capacity of 25,000 tonnes with provision to expand to 75,000 tonnes.

Output from the plant will be sold in the Middle East, Europe and Asia Pacific. The key markets for black masterbatch are in PE and PP compounds for building infrastructure, water supply, electricity, and telecommunications.

By 2010 the Middle East is expected to produce one-fifth of the world's polyethylene and polypropylene.

2008/5/28 Cabot

Cabot Corporation to Build Masterbatch Facility in Dubai

Cabot Corporation announced today that it intends to build a carbon black masterbatch manufacturing facility in the Jebel Ali Free Zone, Dubai. The plant will have an initial production capacity of 25,000 tons per year with provision to expand to 75,000 tons in the future. Cabot has secured a plot of land and construction will begin later this calendar year, with production scheduled to start in the fall of 2009.

The state-of-the-art manufacturing facility will include the latest environmental and manufacturing technologies to ensure production of high-quality masterbatch products. Laboratories, administration offices, production and packaging will all be located within the building.

The Dubai plant will allow Cabot to better meet the increasing demand of its customers in the Middle East, Europe, and Asia Pacific regions. In recent years, the Middle East has become a major producer of polyolefins and downstream compounds and by 2010 is expected to produce one-fifth of the world's polyethylene (PE) and polypropylene (PP).

Cabot Vice President and General Manager for the Performance Segment, Sean Keohane said, "Within the Middle East there is already strong demand for PE and PP compounds for use in building infrastructure for water supply, electricity, and telecommunications projects. These are key markets for carbon black masterbatch. This new site will offer significant quality and service advantages to Middle East producers who are global exporters of masterbatch compounds."

2008/10/3 Ferro

Ferro Announces Agreement to Sell Fine Chemical Business

Ferro Corporation (NYSE: FOE) announced today that it has signed an asset purchase agreement with Novolyte Technologies LP, an affiliate of Arsenal Capital Management LP, to sell its Fine Chemicals business for $66 million in cash.

"This sale is consistent with our vision of focusing Ferro's businesses around our core capabilities of particle engineering, formulation, color and glass science, and our deep understanding of customer applications," said Ferro Chairman, President and Chief Executive Officer James F. Kirsch. "The decision to sell the business is a result of a regular review of our business portfolio. Fine Chemicals consists of a number of smaller businesses that do not effectively leverage the scale of Ferro's core performance materials operations. I am confident that the Fine Chemicals business will continue to pursue many exciting opportunities under its new owners. At the same time, Ferro will benefit from additional liquidity and balance sheet flexibility as proceeds from the sale are used to reduce debt."

The Fine Chemicals business produces electrolytes used in the manufacture of lithium batteries, specialty solvents, and phosphines and also does contract manufacturing of fine chemicals. It recorded 2007 revenues of approximately $55 million and currently employs approximately 140 employees who will be transferred to Novolyte as a result of the sale. The business includes manufacturing facilities in Baton Rouge, Louisiana and Suzhou, China.

The agreement is subject to normal closing conditions and the sale is expected to close in the fourth quarter of 2008. KeyBanc Capital Markets served as Ferro's financial advisor and investment banker for this transaction.

About Ferro Corporation

Ferro Corporation (http://www.ferro.com) is a leading global supplier of technology-based performance materials for manufacturers. Ferro materials enhance the performance of products in a variety of end markets, including electronics, solar energy, telecommunications, pharmaceuticals, building and renovation, appliances, automotive, household furnishings, and industrial products.

Headquartered in Cleveland, Ohio, the Company has approximately 6,300 employees globally and reported 2007 sales of $2.2 billion.

Oct 06, 2008 　Eli Lilly

Lilly to Acquire ImClone Systems in $6.5 Billion Transaction
　　Creates a Global Leader in Oncology Biopharmaceuticals
　　Boosts Oncology Pipeline With Up to Three Promising Targeted Therapies in Phase III in 2009

Eli Lilly and Company and ImClone Systems Inc. today announced that the boards of directors of both companies have approved a definitive merger agreement under which Lilly will acquire ImClone through an all cash tender offer of $70.00 per share, or approximately $6.5 billion. The offer represents a premium of 51 percent to ImClone's closing stock price on July 30, 2008, the day before an acquisition offer for ImClone was made public. ImClone's board recommends that ImClone's shareholders tender their shares in the tender offer. Additionally, certain entities associated with ImClone's chairman, Carl C. Icahn, holding approximately 14 percent of ImClone's outstanding common stock, have agreed to tender their shares in the tender offer.

Sep 22, 2011 (Datamonitor via COMTEX) 

Williams to expand Geismar olefins production facility

Williams, an integrated natural gas company focused on exploration and production, midstream gathering and processing, and interstate natural gas transportation, has announced that its board of directors has approved an expansion of its Geismar olefins production facility.

The expansion will increase the facility's ethylene production capacity by 600 million pounds per year to a new annual capacity of 1.95 billion pounds. It is expected to be placed into service in the third quarter of 2013, the company said.

Located south of Baton Rouge, La., the Geismar facility is a light-end natural gas liquid (NGL) cracker with current volumes of 37,000 barrels per day (bpd) of ethane and 3,000 bpd of propane and annual production of 1.35 billion pounds of ethylene. The facility also produces propylene, butadiene and debutanized aromatic concentrate (DAC). Williams owns 83.3 percent of the Geismar facility and operates the plant.

"The shale gas revolution in the US, coupled with continued strong crude oil prices, has given US-based ethylene manufacturing a tremendous cost advantage over many other supply regions," said Rory Miller, president of Williams' midstream business. "The results are a revitalized North American petrochemical business and a US ethylene market short of supply.

"This expansion will serve petrochemical companies by adding 600 million pounds per year of new ethylene supply to the market," Miller said. "It will also add to Williams' growing large-scale infrastructure serving the petrochemical industry in the Gulf Coast region and help balance our lengthening ethane position."

The expected capital spending on the Geismar expansion is a range of $350 million to $400 million in 2012-13. These amounts will be included in the company's 2012-13 capital expenditure guidance to be released in conjunction with third-quarter 2011 financial results, the company added.

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An integrated natural gas company, Williams produces, gathers, processes and transports clean-burning natural gas to heat homes and power electric generation across the country.

Williams' olefins business provides customers in the petrochemical industry a full suite of products and services.

Gulf Coast Olefins
The Geismar, La. facility annually produces approximately 1.3 billion pounds of ethylene and 90 million pounds of polymer grade propylene. Also in Louisiana, the olefins team is responsible for the ethane transportation business consisting of approximately 200 miles of pipelines, as well as a refinery-grade propylene splitter.

Canadian Olefins
Williams’ Canadian olefins business extracts natural gas liquids and olefins from oil sands refining near Fort McMurray, Alberta. The liquids are then fractionated into various products at a Williams facility near Redwater, Alberta. Williams also has a business office in Calgary.

Cryogenic Liquids Extraction Plant Located Near Fort McMurray

• An environmentally-friendly project as it reduces sulphur emissions and other green house gases
• Extracts natural gas liquids (NGLs) from coker off-gas produced from an oil sands plant
• Coker off-gas includes olefins such as propylene which is typically produced through ethane or propane cracking

Olefins Fractionation Plant Located Near Edmonton

• Only olefinic fractionator in Western Canada
• Fractionates NGL mix from Fort McMurray
• On a yearly basis, produces approximately 2.4MM bbls of propane, 140MM lbs of polymer grade propylene, 1.10MM bbls of butane/butylene mix and 230K bbls of olefinic condensate

October 17, 2011 PolyOne    

PolyOne Expands Globalization with New Middle East Joint Venture

PolyOne Corporation, a premier global provider of specialized polymer materials, services and solutions, today announced an agreement with E.A. Juffali & Brothers Company Limited to form a joint venture that will enable PolyOne to expand its Global Color, Additives and Inks business into the Middle East. The new joint venture will be 51% owned by PolyOne and will be based in Jeddah, Saudi Arabia.

“I am pleased to announce our new agreement, which strengthens our relationship with a key business partner to drive profitable growth in the Middle East,” said Stephen D. Newlin, chairman, president and chief executive officer of PolyOne. “Juffali brings local expertise and years of running successful businesses in the region, while PolyOne is providing the formulating technology and material science to market new, innovative solutions.”

The joint venture will be investing in a new manufacturing facility focused on the production of specialty color concentrates with the potential for expansion into other product lines in future phases. The initial investment is expected to be approximately $14 million and will take place over the next nine to twelve months with local production forecasted to come on-line in late 2012.

The agreement follows PolyOne’s October 3, 2011 announcement that it will acquire ColorMatrix Group, a leading global innovator of additives, liquid colorants and fluoropolymers.

About PolyOne

PolyOne Corporation, with 2010 revenues of $2.6 billion, is a premier provider of specialized polymer materials, services and solutions. Headquartered outside of Cleveland, Ohio USA, PolyOne has operations around the world. For additional information on PolyOne, visit our Web site at www.polyone.com.

About E.A. Juffali & Brothers Company Limited

E.A. Juffali & Brothers Company Limited is an established conglomerate in Saudi Arabia participating in numerous joint venture relationships with multi-national companies who are leaders in their respective industries such as Dow Chemical and DuPont.

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October 03, 2011 PolyOne 

PolyOne Accelerates Specialty Growth with Agreement to Acquire ColorMatrix Group

PolyOne Corporation, a premier global provider of specialized polymer materials, services and solutions, today announced an agreement to acquire ColorMatrix Group, Inc., the leading global innovator in liquid colorants, additives and fluoropolymers.

“I am extremely pleased to announce we’ve reached an agreement to acquire ColorMatrix, an exceptional and unique specialty company,” said Stephen D. Newlin, chairman, president and chief executive officer, PolyOne Corporation. “Much like our acquisition of GLS in 2008, ColorMatrix is a game-changer for PolyOne. With the addition of ColorMatrix, more than 50 percent of PolyOne’s operating income will now be derived from our specialty businesses, compared to only 2 percent in 2005.”

ColorMatrix is the leading manufacturer of performance-enhancing specialty additives, liquid colorant and dosing technologies that serve diverse niche markets, such as rigid beverage and food packaging, performance molding and fiber. The company’s leadership position in technology is evidenced by an IP portfolio of 162 patents and 107 pending applications worldwide. Its solutions in packaging, in particular, offer customers exceptional performance attributes such as increased product shelf life, taste preservation and improved recyclability.

Further, ColorMatrix is a leading global provider of colorant for fluoropolymers and provides specialty additives that support fluoropolymers’ unique high-performance properties such as lubricity, high-level heat insulation, static dissipation and x-ray opaqueness. Through its April 2011 acquisition of Gayson, ColorMatrix expanded its portfolio to include short turnaround, custom color dispersions used in silicone processing for a broad range of medical, consumer and automotive applications.

Under the leadership of CEO John Gelp and a strong management team, ColorMatrix achieved sales and EBITDA of approximately $196.8 million and $43.6 million respectively for the 12 months ended June 30, 2011.

“Since 2002, ColorMatrix has organically increased EBITDA at an annualized growth rate of 16 percent, and our purchase price of $486 million recognizes the earnings and growth potential of this specialty business,” said Newlin. “We believe we can accelerate this growth by leveraging our global scale and through additional investment in commercial resources, just as we’ve done with GLS.”

“Not only will the acquisition of ColorMatrix accelerate our specialization strategy, it also expands our geographic presence in Asia and Brazil and creates an entry point into Russia,” said Robert M. Patterson, executive vice president and chief financial officer. Approximately 70 percent of ColorMatrix’s revenues are outside North America.

PolyOne intends to finance the purchase price of $486 million, which includes transaction tax benefits of $10 million, with a combination of cash on hand and the addition of approximately $300 million of long term debt. The acquisition is being made on a cash free, debt free basis, and the purchase price is subject to a customary working capital adjustment and other closing conditions.

“Net of interest expense on the long term debt, and the incremental investments in commercial resources, we expect ColorMatrix to be modestly accretive to earnings in 2012 ($0.02-$0.03 per share) and to add approximately $0.10-$0.12 per share in 2013,” added Patterson.

This acquisition is subject to regulatory approvals and is expected to close late this year. PolyOne management will discuss the acquisition in more detail during its regularly scheduled third quarter earnings conference call to be held on October 26, 2011.

About ColorMatrix

ColorMatrix Group Inc., based in Berea, Ohio, is a leading specialty provider of innovative liquid colorants and additives business that serves diverse segments, including rigid beverage and food packaging, industrial extrusion, performance molding, wire, cable, fiber, and silicone rubber markets. ColorMatrix has operations, R&D capabilities and customer reach throughout the globe. For additional information on ColorMatrix, visit its Web site at www.colormatrix.com.

December 2, 2013 

Rockwood to Acquire 49% Interest in Talison Lithium through a Joint Venture with Chengdu Tianqi Industry Group

• Provides ownership in the world’s largest and richest spodumene sourceリチア輝石 of lithium     リチウムとアルミニウムを含む単斜輝石

• Strengthens further ROC’s #1 position as a leading global integrated producer of lithium compounds and chemicals

• Delivers immediate and significant accretion to ROC’s 2014 earnings per share

• Enables a partnership with Tianqi, China’s leading lithium company

Rockwood Holdings, Inc. announced today that it entered into a joint venture ("JV") with Chengdu Tianqi Industry Group ("Tianqi"成都天齊實業集團) giving Rockwood a 49% ownership interest and Tianqi a 51% interest in Talison Lithium Pty Ltd. This transaction is expected to close during the first quarter of 2014, following receipt of regulatory approvals.

Rockwood (49%) and Chinese lithium producer Chengdu Tianqi Group (51%) will form a joint venture to acquire Talison from its current owners (Windfield is the Holdco of Talison Lithium Pty Ltd.)

At close, it is expected that Rockwood and Tianqi will contribute equity of $196 million and $204 million, respectively. In addition, Rockwood will also provide to the joint venture a two-year secured loan of up to $670 million at 8% interest. Rockwood will grant Tianqi a three-year call option to invest from 20% to 30% in the equity of Rockwood Lithium GmbH, the European arm of Rockwood’s global lithium business, which will be valued at 14x the last twelve months Adjusted EBITDA.

Proceeds to the joint venture will be used to pay off existing debt and equity holders including Tianqi Group HK Co., Limited (a subsidiary of Tianqi) and Leader Investment Corporation (a subsidiary of China Investment Corporation). Rockwood is expected to fund its investment in the joint venture from cash on hand.

"With this acquisition, we have secured access to another significant lithium reserve, in addition to our current resources in the U.S. and Chile," said Seifi Ghasemi, Chairman and Chief Executive Officer. "Further, not only does this complement our core lithium business, but it also meets with all of our prior stated financial and strategic objectives for allocation of capital in a disciplined manner to enhance economic value for shareholders."

Lazard acted as Rockwood’s financial advisor and Clifford Chance as legal advisor.

Talison Lithium Pty Ltd

Talison is a leading global producer of lithium for over 25 years. Talison mines and processes lithium bearing mineral spodumene at its operations located at Greenbushes, Western Australia (the "Greenbushes Lithium Operations"), located approximately 250 kilometers from Perth, Western Australia. Greenbushes Lithium Operations is estimated to be the world’s largest known reserves of lithium spodumene minerals with a current mine life of 40 years.

Talison has a leading position in the growing Chinese lithium concentrates market. Talison produces two categories of lithium concentrates: (i) technical-grade lithium concentrates which have low iron content for use in the manufacture of, among other applications, glass, ceramics and heat-proof cookware; and (ii) a high-yielding chemical-grade lithium concentrate which is used to produce lithium chemicals which form the basis for manufacture of, among other applications, lithium-ion batteries for laptop computers, mobile phones, electric bicycles and electric vehicles.

Chengdu Tianqi Industry Group Co., Ltd ("Tianqi")

Tianqi is a privately held Chinese company founded in 2003. Tianqi and its subsidiaries conduct their operations mainly from China, but have customers, business partners and suppliers in various countries around the world, including Europe, Australia, the United States and Japan. Its business activities are primarily conducted through the following subsidiaries:

• Sichuan Tianqi Lithium Industries, Inc. – a Chinese company listed on the Shenzhen Stock Exchange, engaged in the production of lithium carbonate and other lithium products from chemical-grade lithium concentrates sourced from Talison;

• Sichuan Tianqi Industry Co., Ltd. – a distributor of technical grade lithium concentrates, as the sole distributor for Talison in China;

• Chengdu Tianqi Machinery – provides spare parts and accessories for machinery and electrical equipment used in the construction, packing and agriculture sectors; and

• Chengdu Sendasun Agricultural Machinery Co., Ltd. – undertakes research, development, manufacturing and sales of agricultural equipment.

In June 2012, Talison completed and commissioned a new chemical-grade concentrate processing plant to double Talison’s production capacity to 740,000 tons per year of concentrate (~100,000 tones lithium carbonate equivalent per annum)
　

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Rockwood のリチウム部門　

　

Langelsheim is the largest and most diverse production location operated by the Chemetall Group. Today's production range covers chemicals for the surfact treatment of metals, inorganic and organic lithium compounds and lithium metal, aircraft sealants as well as high-purity metals and metal compounds of the elements caesium, barium, titanium and zirkonium.

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Talison Lithium is a leading global producer of lithium. 

Talison Lithium’s headquarters are in Perth, Western Australia and the Company has over 140 employees located in Australia, Canada, Chile and China.

Talison Lithium currently produces lithium concentrate at its lithium mineral project in Western Australia located in the town of Greenbushes. The lithium orebody at Greenbushes is unique in that it contains large zones of high grade lithium ore. Lithium has been produced from the Greenbushes operations for over 25 years and Talison Lithium currently exports over 350,000 tonnes of lithium products annually to a global customer base.

Talison Lithium also has a lithium brine project located in the Atacama Region III, in Chile. This prospective exploration project consists of seven salars (brine lakes and surrounding concessions). Five of the salars are clustered within a radius of approximately 30kms and are 100% owned by Talison Lithium and its Chilean partners.

　

Nov 13, 2012

Chengdu Tianqui Proposes Talison Bid to Trump Rockwood

Chengdu Tianqi Industry Group Co., a closely held Chinese battery maker, said it will make an offer for Australian mining company Talison Lithium Ltd. that will exceed an agreed takeover bid from Rockwood Holdings Inc. (ROC)

Chengdu Tianqi’s Windfield Holdings unit agreed to buy or has already purchased an aggregate 15 percent stake in Talison, the Chengdu, Sichuan province-based company said yesterday in a statement. Chengdu Tianqi plans to submit a proposal for the rest of the shares at a higher price than Rockwood’s bid of C$6.50 ($6.50) a share, according to the statement.

Talison, based in Perth, Australia, mines ore to produce battery-grade lithium, which analysts at Dahlman Rose & Co. say may double in demand during the next eight years on its use in electric vehicles. Talison has the largest open-pit mine for lithium with the highest grade ore in the world, according to Jonathan Lee, an analyst at Toronto-based Byron Capital Markets Ltd. Chengdu Tianqi purchases more than 90 percent of its lithium raw material from Talison, he said.

“It’s basically vertical integration for them and securing their source of supply,” Lee said in a telephone interview yesterday.

Talison rose 7.9 percent to C$6.96 in Toronto yesterday.

Talison dominates the market for technical-grade lithium used in the glass and ceramics industries, he said. Tianqi is the only distributor of Talison’s technical-grade lithium in China, according to the statement.
　

Australian Approval

“There’s a limited number of competitors in that space that are vastly smaller than Talison,” Lee said.

Talison said yesterday in a statement it hasn’t received a proposal from Chengdu Tianqi and recommends shareholders vote for Rockwood’s bid. A voicemail message left with Princeton, New Jersey-based Rockwood wasn’t immediately returned.

Talison will be able to grow its business and continue its track record of innovation and development in Australia, Joshua Goldman-Brown, a spokesman for Chengdu Tianqi from public relations company Kreab Gavin Anderson, said yesterday in an interview.

A takeover by Chengdu Tianqi would have to be approved by Australia’s Foreign Acquisitions and Takeovers Act and may be blocked because of the uniqueness of Talison’s resources, Lee said. Goldman-Brown declined to comment on the details of the approval process.

Chengdu Tianqi, which also makes agricultural machinery, owns a 20 percent stake in Quebec City-based exploration company Nemaska Lithium Inc., according to a Nov. 1 statement from Nemaska.

Separately, Toronto-based Canada Lithium Corp. said yesterday it agreed to a five-year agreement to supply China’s Tianjin Products and Energy Resources Development Co. with 12,000 metric tons of battery-grade lithium carbonate annually.

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December 12, 2012

Tallison Lithium and Rockwood terminate agreement

Talison Lithium Limited  and Rockwood Holdings, Inc. have agreed to terminate the scheme implementation agreement for the proposed schemes of arrangement between Talison and its Shareholders and Optionholders that would have resulted in all Talison Securities being acquired by a wholly owned subsidiary of Rockwood, as announced on August 23, 2012. Talison will pay Rockwood a C$7 million break fee.

The termination of the Rockwood Proposal was foreshadowed in Talison’s announcement on December 6, 2012 regarding the proposed schemes of arrangement between Talison and its Shareholders and Optionholders that would result in all Talison Securities being acquired by Windfield Holdings Pty Ltd, an Australian incorporated wholly-owned subsidiary of Chengdu Tianqi Industry (Group) Co., Ltd .

17 Oct 2014 Pirelli               

Pirelli and Rosneft, agreement in the synthetic ruber sector in Nakhodka to extend to new technological partner

Pirelli and Rosneft, in the context of the agreement signed last May for the production and supply of synthetic rubber in Nakhodka, today reached a new agreement which calls for, on the basis of a short list, the identification within three months of a new technological partner for the further development of activities in the rubber sector, including Styrene-Butadiene Rubber (SBR), in that region.

Under the terms of the MOU, Rosneft and future partner will analyze the ways in which the joint production of synthetic rubber could be launched in Nakhodka, while Pirelli will collaborate in the related Research and Development activities.

For Pirelli, the MOU also includes the possibility of entering into a long-term supply agreement to purchase the synthetic rubber jointly produced by Rosneft and the new technological partner being identified. SBR is of particular interest as it is an eco-friendly material used in the production of “green tyres”, which improves fuel efficiency and grip in both wet and dry conditions.

Marco Tronchetti Provera, chairman and CEO of Pirelli, said: “The agreement signed today goes in the direction of strengthening the synthetic rubber project in Nakhodka both technologically and in terms of the already existing synergies between Pirelli and Rosneft. It is also shows Pirelli and Rosneft beginning to move together into new alliances which, as we have already said, could also be a part of our future cooperation.”

2014/3/25　ロシアのRosneft、イタリアのタイヤメーカー Pirelli の筆頭株主に ロシア極東のナホトカで石油化学コンビナートの定礎式：中国のポリマー輸入で15％のシェア獲得へ

　

September 6, 2012　Rosneft

Foundation Stone Laid at Ceremony to Mark Launch of Construction of Eastern Petrochemical Company

A foundation stone laying ceremony has been held at the construction site of the Eastern Petrochemical Company outside Nakhodka. Construction work, which is being carried out by Rosneft, was formally launched by Russian President Vladimir Putin.

The petrochemical facility will produce polypropene, high and low density polyethylene, monoethylene glycol and other petrochemical products. Annually, it will process 3.4 mln tonnes of feedstock supplied by Rosneft’s Achinsk and Komsomolsk refineries and the Angarsk Petrochemical Company. Some of the Eastern Petrochemical Company’s facilities will have higher capacity than similar units elsewhere in the world. For instance, the plant’s pyrolysis unit will produce 1.4 million tonnes of ethylene a year. In terms of capacity, it will be unrivalled globally.

Technologies for the plant will be licensed from leading world-class specialist companies to ensure the facility’s technical prowess and safety. Particular attention was paid to environmental issues as early as at the design stage.

The complex is located close to fast-growing South-East Asian markets and has its own sea terminal in an ice-free port.

Construction of the facility will give a strong boost to the regional economy with a multiplier effect increasing tax returns at all levels. Thousands of new jobs will be created at the plant as well as in related sectors with the region reaping corresponding social benefits.

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24 May 2014

PIRELLI AND ROSNEFT FURTHER CONSOLIDATE RELATIONSHIP WITH TWO MOUs

 

On the industrial front, under the terms of the MOU, Pirelli will cooperate jointly with Rosneft in activities to produce synthetic rubbers in Nakhodka, including Styrene-Butadiene Rubber (SBR). Pirelli is also interested in entering into a long-term supply agreement to purchase the synthetic rubber produced. SBR is an eco-friendly material used in the production of “green tyres” which improves fuel efficiency and grip in both wet and dry conditions. This agreement follows an MOU signed for similar activities in Armenia in December 2013.

Mar 4, 2015  AbbVie

AbbVie to Acquire Pharmacyclics, including its blockbuster product Imbruvica®, Creating an Industry Leading Hematological Oncology Franchise

- Adds Imbruvica® a first in class BTK inhibitor approved in multiple indications for blood cancers.

- Extensive clinical program with over 50 studies ongoing evaluating Imbruvica® as a treatment for a wide range of additional indications, including early assessments for solid tumors and potential treatment of Graft v Host disease.

- Broadens and deepens AbbVie's already robust pipeline, and establishes the combined company as an emerging leader in the hematological oncology space.

- Accelerates the company's commercial presence in oncology.

- Transaction valued at $261.25 per Pharmacyclics' share, total transaction value of approximately $21 billion

- Highly accretive to both revenue and earnings by 2017.

Apr 08, 2015   

日経

米後発薬大手のマイランは８日、アイルランド製薬大手のペリゴに買収を提案したと発表した。買収総額は300億ドル（約３兆6000億円）近くにのぼる見通し。欧米で大衆薬や健康食品を手掛けるペリゴの買収を通じて後発薬以外にも事業を多角化し、顧客基盤を広げる考えだ。大衆薬市場は新興国での成長が見込まれ、関連メーカーの買収などの動きが活発になっている。

マイランは６日、ペリゴに現金と株式交換で１株当たり205ドルでの買収を示した。提示額はペリゴ株の提案前の終値を25％上回る。マイランのロバート・コーリー会長は発表資料でこれまでに数度、ペリゴと交渉を持ったとし、「両社の組み合わせは短期的にも、また長期的にも価値の創造につながる」と述べた。大衆薬、健康食品を商品群に加え、世界の主要市場で事業基盤を拡大するとしている。

ペリゴ側は提案を受け「検討する」と発表した。両社の2014年ベースの合計売上高はおよそ153億ドルに達する。

ペリゴは米国企業だったが、アイルランドのバイオ製薬エランを買収し、法人税の低い同国に本社を移した。その後もベルギーの大衆薬大手オメガ・ファーマを買収するなど積極的な買収戦略をとって事業を拡大している。

In 2013, Perrigo solidified its global foothold by acquiring Elan Corporation plc through formation of a new holding company, Perrigo Company plc, now headquartered in Dublin, Ireland.

マイランも買収の動きが目立ち、米国のほか英国など欧州にも拠点を持つ。今年に入り、米製薬大手アボット・ラボラトリーズから米国以外の先進国市場の後発医薬品事業を買収した。

Mylan Proposes To Acquire Perrigo For $205 Per Share

Mylan N.V. today announced that Mylan has made a proposal to acquire Perrigo Company plc  in a cash-and-stock transaction that would create a diversified, global pharmaceutical leader with an unmatched commercial and operating platform and a unique, one-of-a-kind profile. The combination of these highly complementary businesses would produce a company with critical mass in specialty brands, generics, over-the-counter (OTC) and nutritional products; a powerful commercial platform with reach across all customer channels; an exceptional high-quality operating platform; and opportunities to generate enhanced growth and deliver significant immediate and long-term value and benefits for shareholders and the other stakeholders of both companies.

Under the terms of the non-binding proposal, which was delivered to Perrigo's Chairman on April 6, 2015, Perrigo shareholders would receive $205 in a combination of cash and Mylan stock for each Perrigo share, which represents a greater than 25% premium to the Perrigo trading price as of the close of business on Friday, April 3, 2015 (the last trading date prior to the date of Mylan's proposal), a greater than 29% premium to Perrigo's sixty-day average share price and a greater than 28% premium to Perrigo's ninety-day average share price.

Mylan's Executive Chairman Robert J. Coury commented, "This proposal is the culmination of a number of prior discussions between Mylan and Perrigo about the compelling strategic and financial logic of this combination. This combination would result in meaningful immediate and long-term value creation, and our proposal is designed to deliver that value to shareholders and other stakeholders of both companies. We have great respect for Perrigo's board and management team and what they have built. We look forward in the weeks ahead to working with them to capitalize on this tremendous opportunity and working together to create a unique leader with a one-of-a-kind profile in our industry."

The proposal is subject to the pre-condition of confirmatory due diligence, which pre-condition may be waived by Mylan at its discretion. This announcement is not an announcement of a firm intention to make an offer under rule 2.5 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013 and there can be no certainty that an offer will be made, even if the due diligence pre-condition is satisfied or waived. A further statement will be made if and when appropriate.

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About Perrigo

Perrigo Company plc, a top five global over-the-counter (OTC) consumer goods and pharmaceutical company, offers consumers and customers high quality products at affordable prices. From its beginnings in 1887 as a packager of generic home remedies, Perrigo, headquartered in Ireland, has grown to become the world's largest manufacturer of OTC products and supplier of infant formulas for the store brand market. The Company is also a leading provider of generic extended topical prescription products and receives royalties from Multiple Sclerosis drug Tysabri®. Perrigo provides "Quality Affordable Healthcare Products®" across a wide variety of product categories and geographies primarily in North America, Europe, and Australia, as well as other key markets including Israel and China.

Perrigo develops, manufactures and distributes over-the-counter (OTC) and generic prescription (Rx) pharmaceuticals, nutritional products and active pharmaceutical ingredients (API), and receives royalties from Multiple Sclerosis 多発性硬化症drug Tysabri®.

Perrigo Consumer Healthcare (CHC) markets a broad line of over-the-counter (OTC), diabetes and animal healthcare products that are comparable in quality and effectiveness to the advertised brands. Perrigo CHC supplies more than 500 formulas in nearly every major OTC category: analgesics, pediatric analgesics, cough and cold, gastrointestinal, nicotine replacement, allergy, feminine hygiene, as well as blood glucose meters, test strips and supplies for the diabetes market. Perrigo CHC also markets several animal healthcare products, pet treats and miscellaneous pet care items. Perrigo is the store brand leader in creating comprehensive marketing programs and campaigns that support all OTC categories – in-store, e-commerce and digital media.

Perrigo is one of the United States' largest manufacturers of nutrition products for the store brand market. Nutrition products include infant formula, pediatric nutritionals and vitamins, minerals, and supplements.

Perrigo API (formerly known as Chemagis) provides differentiated Active Pharmaceutical Ingredients (APIs) and Finished Dosage Forms (FDFs) for the branded and generic pharmaceutical industries.

TYSABRI® is marketed and distributed solely by Biogen. Perrigo receives royalties on in-market sales.

Drugmaker Alexion Pharmaceuticals said it would buy Synageva BioPharma for $8.4 billion to boost its rare drug pipeline.
Alexion's cash-and-stock offer values Synageva at $225.92 per share—more than double of Synageva closing price of $95.87 on Tuesday.

Makers of drugs that treAugat rare diseases are attractive because they typically charge hefty premiums for their products.
The deal will give Alexion access to Kanuma—Synageva's treatment for a rare disease called Lysosomal Acid Lipase Deficiencyウォルマン病およびコレステロールエステル蓄積症 , where build-up of fatty material in the blood and liver causes unexpected complications and some times early death.
Kanuma's marketing application is being reviewed in the United States and Europe.

Aug. 4, 2015 　

アイルランドのシャイアーが米バクスアルタに買収提案

アイルランドの製薬会社シャイアー は、バイオ医薬品の米バクスアルタに株式交換による約300億ドル相当の買収案を提示した。バクスアルタは、米バクスター ・インターナショナルが７月にスピンオフ（分離・独立）した。
シャイアーは４日発表の資料でバクスアルタに対し「買収協議に応じる」よう求めた。バクスアルタはこれまでのところ協議を拒否しているという。シャイアーの提案では、バクスアルタの株主は１株当たりシャイアーの米国預託証券（ADR）を0.1687ADR受け取る。バクスアルタ株を45.23ドルと評価したことなり、これは３日終値を36％上回る水準。

バクスアルタは希少な血友病や免疫不全症の治療薬を手掛け、親会社だったバクスターからスピンオフ（分離・独立）を完了したばかり。ファクトセットによると、スピンオフ後もバクスターが24％前後の株式を保有し、筆頭株主の座を維持している。

2014/3/28

Shire's $30 Billion Baxalta Bid Faces Big Hurdles

Shire Pharmaceuticals, the rare disease-focused drug firm based in Dublin, Ireland, is bidding $30 billion, all of it in stock, for Baxalta, the Deerfield, Ill. drugmaker spun out by Baxter Laboratories last month.

This deal could have a tough time getting done.

It’s all in stock to preserve the tax-free nature of Baxter’s spin-off, but in order to sweeten the deal further Shire is pledging to buy back shares after the deal closes.

Baxalta told Shire it’s not interested. But Shire is going to Baxalta’s shareholders to try and pressure it to the negotiating table. Right now, the market doesn’t look convinced the deal will ever happen. Baxalta shares are trading at $38, 15% below the $45 per share that Shire is offering. And Shire shares have slumped 3%.

And the skepticism is well founded. For one thing, Shire’s offer looks low. The average acquisition premium being offered in biotechnology deals so far this year hovers around 30%. Shire is offering a 36% premium, all of it in stock, not cash. That’s nice, but not knock-your-socks off nice, and it’s no sure thing that it will lead investors to clamor for Baxalta to start talks. Consider that when Actavis bought Allergan for $66 billion last, that represented a 54% premium to Allergan’s share price before the company became embroiled in a nasty takeover battle.

In fact, the logic behind this deal may be much the same as the logic behind the Allergan one: a tax break. Allergan was originally approached with a hostile offer by Valeant Pharmaceuticals , which has a tax domicile in Bermuda, giving it a lower corporate tax rate than many U.S. competitors. When Allergan was unable to fend Valeant off by other means, it arranged for the deal with Actavis, which has a tax domicile in Ireland. Now the resulting company, once again called Allergan, pays taxes in Ireland.

Former Allergan boss David Pyott has been approaching members of Congress and even testified in the Senate that U.S. tax law basically puts American companies on sale for foreign acquirers. If this deal goes through, it will be evidence that he’s right. But that’s also a reason that it might not happen.

Consider: Shire CEO Flemming Ornskov is already promising that layoffs, which often are the real justification behind the mergers of big drug companies (Shire employs 5,000 people, Baxalta 16,000) will not be a big factor here. Instead, it’s that tax advantage, major manufacturing synergies, and Baxalta’s global marketing heft to sell drugs in countries where Shire has no presence that will make the numbers work.

But that’s also why investors in Shire may not be all that happy with Baxalta as a acquisition target. Both Shire and Baxalta are attempting the same metamorphosis: they are trying to evolve from old-line specialty pharmaceutical firms into hot, hip, fast-growing biotechnology firms, focused on research and development – the kind of companies investors love to reward with high stock valuations.

Shire was a drug-delivery firm that first became a big deal thanks to Adderall, the treatment for attention deficit hyperactivity disorder. But in 2005 it bought Transkaryotic Therapies, a Cambridge, Mass., biotech firm, for $1.6 billion. It was a cheap and transformative deal that repositioned the company as a maker of treatments for rare genetic disorders. Now portfolios of treatments for rare ailments generate $2.3 billion of Shire’s $6 billion in annual 2014 sales.

Investors were probably hoping for a deal that wouldn’t add so much headcount, and would bring innovation instead. One thing that distinguishes biotechs from big pharma is leanness: Gilead, with a $176 billion market capitalization, has just 7,000 employees; Celgene CELG -0.29%, worth $100 billion, has 6,000 employees; Regeneron, worth $63 billion, employs 3,000 people.

Baxalta is in a complicated business: it makes clotting factors to treat hemophilia, which are made from blood. These are in some ways like the so-called biologic drugs that are the mainstays of biotech companies, but they are more difficult to make. Part of Shire’s rationale for the deal is that its own treatments for angioedema, a deadly swelling of the lips and throat, are sourced to some of the same suppliers for raw material.

The idea behind Baxalta is that these technologies could be the launching point for a biotechnology company, but some of the analysts on Shire’s conference call were concerned about the already marketed products. Ronny Gal, from Bernstein, asked whether Shire had thought about the fact that not only are new long-acting therapies on the way, but also gene therapies that could reduce the need for injected clotting factors. Ornskov shrugged the question off.

Part of the challenge for Shire is simply an expectations game. The last time it was involved in a big M&A deal, it was to be acquired, not the acquirer. AbbVie, the North Chicago, Ill., drug giant, was going to buy it in part to get its tax domicile, but walked away due to political pressure and regulatory moves by the Obama administration that made the move, known as a tax inversion, less favorable. Now, once again, Shire is planning a deal that could put it in the crosshairs of U.S. politicians.

2015/1/17　アイルランド製薬Shire Pharmaceuticals 、米バイオ医薬品 NPSを買収　

2015/8/25  日本経済新聞　

「女性用バイアグラ」企業 カナダ社が買収

カナダの製薬大手バリアント・ファーマシューティカルズ・インターナショナルは、「女性用バイアグラ」とも呼ばれる女性の性的欲求低下障害の治療薬を手掛ける米製薬会社を買収することで合意したと発表した。買収額は約10億ドル（約1240億円）で、将来の業績に応じて金額を上乗せする。

米製薬会社はスプラウト・ファーマシューティカルズ。同社の治療薬フリバンセリン（商品名アディ）は、米食品医薬品局（ＦＤＡ）から処方薬としての認可を18日に受けたばかり。ことし10月中旬から米国で販売可能になる見通し。

2015/08/20

米FDA　初の女性性欲低下障害治療薬flibanserinを承認

米食品医薬品局（FDA）は8月18日、閉経前女性の性欲低下障害（HSDD:Hypoactive Sexual Desire Disorder）に対する初の治療薬Addyi（一般名：flibanserin）を承認した。HSDDは、閉経の苦悩やパートナーとの対人関係の困難さを引き起こす性欲の低下を特徴としている。同疾患は、併存する医学的あるいは心理的状態や人間関係自体の問題、他の医薬品の影響などは関係のないものである。HSDDはいままで性欲が正常だった女性に発症し、性行動のタイプやパートナーに関係なく発症する。

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FDAの諮問委員会は6月4日、「フリバンセリン（Flibanserin）」について、女性の性欲向上に役立ち得るとしてFDAに承認を促した。

委員らは、賛成18、反対6でフリバンセリンの市販承認を促す判断を下した。ただし、医師らが、リスクを承知の上で同薬剤を必要とする女性のみに処方するための追加のリスク管理対策を課した。フリバンセリンは更年期前の女性向けの薬剤で、吐き気やめまい、眠気などの目立った副作用が出ることもある。

フリバンセリンを開発したのはBoehringer Ingelheinだが、最初にFDAの承認を受けられなかった時点(2010年）で米Sprout Pharmaceuticalsに売却された。FDAのウェブサイト上で公開されている文書によると、フリバンセリンを服用した女性らは満足のいく性的経験が1か月あたり平均で4.4回あったという。これに対し治験参加前は2.7回、またプラシボ服用グループでは3.7回だった。

Development by Boehringer Ingelheim was halted in October 2010 following a negative evaluation by the U.S. Food and Drug Administration.
The rights to the drug were then transferred to Sprout Pharmaceuticals, which achieved approval of the drug by the US FDA in August 2015.

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08/20/2015  Valeant

Valeant Pharmaceuticals To Acquire Sprout Pharmaceuticals

Enters Sexual Health Market with FDA-Approved Addyi™ (flibanserin 100mg)
Addyi Expected to Launch in U.S. in the Fourth Quarter of 2015

Valeant Pharmaceuticals International, Inc. and Sprout Pharmaceuticals, Inc. today announced that they have entered into a definitive agreement under which a wholly-owned subsidiary of Valeant will acquire Sprout, on a debt-free basis, for approximately $1 billion in cash, plus a share of future profits based upon the achievement of certain milestones.

On Tuesday, August 18, 2015, Sprout received approval from the U.S. Food and Drug Administration (FDA) on its New Drug Application (NDA) for flibanserin, which will be marketed as Addyi in the U.S.   Addyi has demonstrated improvements in desire for sex, reducing distress from the loss of sexual desire and increasing the number of satisfying sexual events. Sprout also has global rights for flibanserin. Valeant will leverage its global scale to register flibanserin internationally.

Sprout is passionate about women's sexual health and has focused solely on the delivery of a treatment option for the unmet need of premenopausal women with acquired, generalized Hypoactive Sexual Desire Disorder (HSDD) as characterized by low sexual desire that causes marked distress or interpersonal difficulty and is not due to a co-existing medical or psychiatric condition, problems within the relationship, or the effects of a medication or other drug substance.

Addyi is not indicated for use in postmenopausal women or men or to enhance sexual function. Addyi was approved with a Boxed Warning. Use of Addyi with alcohol increases the risk of severe hypotension and syncope; therefore, alcohol use is contraindicated. Severe hypotension and syncope occurs when Addyi is used with moderate or strong CYP3A4 inhibitors or in patients with hepatic impairment; therefore use of Addyi in patients with hepatic impairment is also contraindicated. Hypotension, syncope and central nervous system (CNS) depression can occur with Addyi alone. The most common adverse reactions are dizziness, somnolence, nausea, fatigue, insomnia and dry mouth.

Valeant expects Addyi to be available in the United States in the fourth quarter of 2015 through prescribers and pharmacies that have been certified under the U.S. FDA's comprehensive Risk Evaluation and Mitigation Strategy (REMS) program to assure safe use. Following the closing of the transaction, Valeant, under the REMS, will offer physicians and pharmacists the required certification programs for prescribing and dispensing Addyi.

Following the closing of the acquisition, Sprout will remain headquartered in Raleigh, N.C. and become a division of Valeant. Cindy Whitehead, Chief Executive Officer of Sprout, will join Valeant to lead this division dedicated to the introduction and global commercialization of Addyi, reporting to Anne Whitaker, Executive Vice President and Company Group Chairman.

Valeant's Chairman and Chief Executive Officer, J. Michael Pearson, said, "Delivering a first-ever treatment for a commonly reported form of female sexual dysfunction gives us the perfect opportunity to establish a new portfolio of important medications that uniquely impact women. We applaud the efforts of the Sprout team to address this important area of unmet need and look forward to working with them to bring the benefits of Addyi to additional markets around the world."

Sprout Chief Executive Officer, Cindy Whitehead, said, "I am extremely proud of the commitment and passion of our 34 employees who have been mission driven to get to this breakthrough first for women. This partnership with Valeant allows us the capacity to now ensure broader, more affordable access to all the women who have been waiting for this treatment. Beyond building this in the United States, Valeant also offers us a global footprint that could eventually bring Addyi to women across the globe."

"The Valeant team is excited to be a part of the launch of this critically important treatment for women, and I am personally delighted to welcome Cindy and her colleagues at Sprout to Valeant," added Anne Whitaker, Executive Vice President and Company Group Chairman. "The Sprout team, along with the healthcare providers involved in the Addyi pivotal clinical trials, has delivered on its promise to provide access to a safe and effective treatment for a condition that affects millions of women."

Under terms of the acquisition agreement, Valeant will pay approximately $500 million, subject to customary purchase price adjustments, upon the closing of the transaction and an additional payment in the amount of $500 million, payable in the first quarter of 2016, plus a share of future profits based upon the achievement of certain milestones. Valeant expects no impact to 2015 earnings, and moderate accretion to 2016 earnings.

The transaction is subject to customary closing conditions and regulatory approval, including Hart-Scott-Rodino antitrust clearance. The transaction is expected to close in the third quarter of 2015.

Skadden, Arps, Slate, Meagher & Flom LLP served as Valeant's legal counsel. Sprout was advised by Sullivan & Cromwell LLP as its legal counsel and Perella Weinberg Partners as its financial advisor.

About Addyi

Addyi is a novel, non-hormonal oral pill taken once daily at bedtime. Flibanserin has been studied in over 11,000 women. For premenopausal women with HSDD, Addyi has demonstrated improvements in desire for sex, reducing distress from the loss of sexual desire and increasing the number of satisfying sexual events. The most common adverse events among patients treated with Addyi were dizziness, somnolence, nausea, fatigue, insomnia and dry mouth. Hypotension, syncope, and central nervous system (CNS) depression were seen with Addyi alone and more frequently when Addyi was taken in the morning and when co-administered with alcohol or certain other drugs. Alcohol consumption is contraindicated for women taking Addyi. With the FDA, Sprout Pharmaceuticals developed a comprehensive Risk Evaluation and Mitigation Strategy (REMS) program, including prescriber and pharmacist certification, to ensure safe use of Addyi.

About Sprout Pharmaceuticals

Sprout Pharmaceuticals, Inc. is passionate about women's sexual health. With a breakthrough concept for women, the company "sprouted" out of Slate Pharmaceuticals in 2011. Based in Raleigh, N.C., the company is focused solely on the delivery of a treatment option for women with HSDD.

Sprout was founded in 2011 by CEO, Cindy Whitehead and her husband, Robert, when they spun out of and later sold their previous company, Slate Pharmaceuticals, to Actient Pharmaceuticals. Slate developed and commercialized a testosterone implant for men.

Prior to Sprout Pharmaceuticals, Cindy co-founded and led all operational functions at Slate Pharmaceuticals. Slate Pharmaceuticals commercialized the first FDA-approved long-acting testosterone preparation for men, Testopel　医療用テストステロン埋め込みペレット, in the field of sexual medicine. Cindy led the sale of the Slate to GTCR/Actient Pharmaceuticals in December 2011 spinning out Sprout Pharmaceuticals to pursue the first ever FDA drug approval for women’s most common sexual dysfunction.

Slate Pharmaceuticals, Inc. acquires, develops, and commercializes products for the diseases of maturing men and women. It offers specialized subcutaneous pellet delivery of hormones. The company offers its products in the United States. Slate Pharmaceuticals, Inc. was founded in 2007 and is headquartered in Durham, North Carolina. As of December 29, 2011,
　

Actient Pharmaceuticals, LLC, a therapeutics company, develops, acquires, and markets pharmaceutical pharmaceutical products that improve patient outcomes. It focuses on urology, as well as other specialty areas.

2015/10/22　

Pirelli, Rosneft and Synthos sign MOU for next phase of future cooperation in synthetic rubber production in Nakhodka

Pirelli, Rosneft and Synthos today signed a Memorandum of Understanding regarding the approval of the results of the feasibility study begun in April and future cooperation in the development of the synthetic rubber plant construction project in Nakhodka.

イタリアのタイヤメーカー Pirelli とロシアのRosneftは2014年10月17日、ロシアのナホトカでSBRを含む合成ゴムの生産を行うことについて新しい覚書を締結し、3ヶ月以内に技術パートナーを選ぶことを決めた。

2014/10/27  イタリアのタイヤメーカー Pirelli とロシアのRosneft、ナホトカでSBR製造へ　

2015年4月16日、両社とポーランドの石油化学会社 Synthos は覚書を締結、Synthosが技術パートナーとなった。
計画名をFEPCO (Far East Petrochemical Company) としている。

The document was signed during the Fourth Eurasian Forum in Verona by Rosneft Chairman of the Management Board Igor Sechin, Pirelli Executive Vice Chairman and CEO Marco Tronchetti Provera, and Synthos majority stakeholder Michal Solowow.

The successful finalization of this phase marks another important step in the implementation of a large-scale project aimed at creating an advanced technology petrochemical cluster in Russia’s Far East. By signing the MOU, the parties confirm their intention to analyze the possibility of the creation of a joint venture between Rosneft and Synthos in the area of synthetic rubber production in Nakhodka, and the implementation of joint Pirelli R&D in the area of tyre materials. Ultimately, Pirelli would become the key customer for the synthetic rubber, as indicated in an MOU signed with Rosneft in 2014.

Following the signing Igor Sechin said that: “We intend to create at FEPCO a cutting-edge technological and production platform for boosting the development of the automotive and petrochemical clusters in the Russian Far East. In particular, the agreement that we have signed today with two recognized global leaders in high-end technology for synthetic rubber and tire production will allow us not only to build the most advanced synthetic rubber plants as part of our FEPCO development in Nakhodka, but also to successfully supply Chinese and other Asian automotive tire markets for years to come. Developing the FEPCO project is one our key priorities. Its implementation will allow Rosneft to significantly strengthen its position in the energy and petrochemical arena of the region, whilst at the same time creating an unprecedented platform for a multiplicative and all-round development of the Russian Far East region.”

Marco Tronchetti Provera said: “We are pleased to be moving forward with Rosneft and Synthos on this project, greatly encouraged by the positive results of feasibility study.  Pirelli’s involvement in the process of developing this advanced regional production hub, both on the R & D side and eventually as a key customer, underlines our belief in and commitment to the entire Russian market.”

September 9, 2014

FMC Buys Cheminova for $1.8 Billion and Revises Breakup

FMC Corp. agreed to acquire Danish pesticide maker Cheminova for $1.8 billion, including debt, as Chief Executive Officer Pierre Brondeau builds up the crop chemicals division and reduces the scale of a planned breakup.

The acquisition, to be completed in early 2015, will add to profit in the first full year, Philadelphia-based FMC said today in a statement. The price for the unit of Lemvig, Denmark-based Auriga Industries A/S includes $340 million of debt, Brondeau, who is also chairman of FMC, said on a conference call.

Brondeau is buying Cheminova as he revises a March plan to spin off all mineral businesses. He’ll instead sell alkali chemical assets while retaining the unit that makes lithium, used in rechargeable batteries that power electronics. The moves will boost agricultural chemicals to 77 percent of revenue, from 55 percent, with sales in Europe to rise the most, FMC said.

“That’s exactly where I wanted to go,” Brondeau said today by phone. “I want a very high focus” on agriculture, health and nutrition, he said.

Proceeds from FMC’s planned sale of its alkali chemicals business, the world’s largest maker of natural soda ash used to make paper and glass, will allow it to pay down some of the debt needed to complete the purchase of Cheminova, Brondeau said.

FMC rose 0.8 percent to $66.12 at the close in New York. Auriga gained 1.1 percent to 308.50 kroner in Copenhagen.
Insecticide Focus

Cheminova has 2,200 employees and sales in more than 100 countries exceeding $1.2 billion last year. More than two-thirds of sales are in Europe and Latin America, with insecticides ranking as the biggest business, followed by herbicides and fungicides.

FMC is paying about 11.7 times earnings before interest, taxes, depreciation and amortization in the past 12 months, Cheminova Chief Financial Officer Rene Schneider said by phone. The Ebitda multiple is 11 times based on estimated full-year results, FMC Chief Financial Officer Paul W. Graves said on the conference call.

Cheminova’s earnings before interest and taxes will rise to a “high teens” percentage of sales compared with a profit margin currently lower than 10 percent, Graves said. The gains will come from expanded sales opportunities and eliminating duplicate functions, he said.

Auriga plans to hold a special meeting of shareholders in October to approve the transaction, the company said in a separate statement.

FMC will retain its lithium unit, which makes the metal from brine in Argentina, because of change-in-control provisions in its mining contract with the South American country, Brondeau said.
Reverse Spin

FMC was planning a so-called reverse spin in which the smaller minerals business would spin off the rest of the company to get around the change-in-control provisions, he said in the interview. A reverse spin won’t work for the lithium unit alone, as it’s too small to succeed independently, he said.

FMC, which already supplies lithium used by Panasonic Corp. to make batteries for Tesla Motors Inc., expects to be a supplier to Tesla’s planned gigafactory in Nevada, Brondeau said.

“Maybe they are starting to see with the announcement from Tesla on the gigafactory that there is more opportunity in lithium than they had thought previously,” James Sheehan, an Atlanta-based analyst at Suntrust Robinson Humphrey Inc. who rates FMC neutral, said by phone today.

The Cheminova deal follows Platform Specialty Products Corp.’s purchase of Chemtura Corp.’s agrochemicals business for about $1 billion earlier this year, in a further sign that makers of active ingredients and crop protection are being snapped up. Platform was co-founded by Nicolas Berggruen and backed by hedge fund manager Bill Ackman.
‘Very Competitive’

“The sale process has been very competitive, with a lot of interest,” Schneider said. With FMC, “the strategies match, with similar ambitions in research and development, and a good complementary in geography.”

Cheminova competes with Syngenta AG, Dow Chemical Co. and BASF SE as well as Nufarm Ltd. and Adama Agricultural Solutions Ltd.

Alkali chemicals are “highly profitable and cash generative” and will attract “many interested buyers,” Brondeau said in the statement. FMC is looking to complete the disposal by mid-2015.

Goldman Sachs acted as financial adviser to FMC and Wachtell, Lipton, Rosen & Katz acted as legal counsel. Citigroup provided additional financial advice and committed debt facilities.

JP Morgan Chase & Co. advised Auriga. After redistributing the proceeds of the sale to shareholders, Auriga will be dissolved, Schneider said.
Before it's here, it's on the Bloomberg Terminal.

Medivation's Board of Directors Unanimously Rejects Sanofi's Unsolicited Proposal

Medivation, Inc. today announced that its Board of Directors, after consultation with its financial and legal advisors, unanimously determined that the unsolicited proposal from Sanofi to acquire Medivation for $52.50 per share in cash substantially undervalues Medivation and is not in the best interests of the company and its stockholders. 

"Over the past several years, we have established a world class oncology franchise and a unique, diversified and highly-promising late-stage development pipeline," said David Hung, M.D., Founder, President and Chief Executive Officer of Medivation. "Further, we have a track record of delivering extraordinary value to our stockholders. Sanofi's opportunistically-timed proposal, which comes during a period of significant market dislocation, and prior to several important near-term events for the company, is designed to seize for Sanofi value that rightly belongs to our stockholders. We believe the continued successful execution of our well-defined strategic plan will deliver greater value to Medivation's stockholders than Sanofi's substantially inadequate proposal." 

The Medivation Board of Directors' unanimous conclusion was based on the following:

The proposal substantially undervalues Medivation and its leading oncology franchise.

• Medivation has significant scarcity value as one of the few profitable, commercial-stage oncology companies; it has brought a blockbuster product to market and is leveraging its expertise to develop and bring to market additional products. 
• Medivation has built XTANDI® (enzalutamide) capsules into a rapidly-growing, multi-billion dollar oncology product and remains on track to achieve its 2016 U.S. net sales guidance, which implies approximately 28% growth (at the mid-point) for the year.
  • XTANDI is one of the most successful oncology product launches in history and just surpassed Johnson & Johnson's Zytiga® (abiraterone) in U.S. market share, despite launching sixteen months later.
  • XTANDI has achieved worldwide annual net sales of $2.2 billion on a run rate basis, less than four years after its initial approval.
• XTANDI has significant patent life with 10+ years of remaining exclusivity.
• XTANDI is poised to capitalize on a substantial, near-term commercial opportunity in urology, enabling it to serve a larger patient population of men with metastatic castration-resistant prostate cancer (mCRPC) and increasing the duration of therapy.
  • The PDUFA date for TERRAIN/STRIVE label expansion on October 22, 2016, is rapidly approaching and is anticipated to drive significantly greater adoption by urologists.
  • In April, the CHMP issued a positive opinion to include findings from the TERRAIN trial in the European label.
  • Medivation recently expanded its specialty salesforce to create dedicated urology and oncology selling teams that are just starting to have a promotional impact.
• XTANDI has multiple opportunities beyond mCRPC, which are not reflected in the company's current valuation. 
  • Ongoing Phase 3 trials, i.e. PROSPER and EMBARK, are designed to move XTANDI even earlier in the prostate cancer treatment paradigm; PROSPER is on track to complete enrollment of 1,560 patients in mid-2017.
  • Medivation is pursuing clinical development across three major subtypes of breast cancer, a new and significant market opportunity for XTANDI, and expects to report top-line Phase 2 data in patients with ER/PR+ breast cancer, which represents 50% of all breast cancers, in the second half of 2016.
  • A Phase 3 trial in Triple Negative Breast Cancer, a significant unmet need, is expected to initiate later in 2016.
  • The company continues to explore XTANDI in other solid tumor indications and settings, e.g., in hepatocellular carcinoma and in combination with immunotherapy. 

Sanofi's proposal would deny Medivation's stockholders the value of Medivation's wholly-owned, innovative late-stage pipeline.

• Talazoparib represents another blockbuster opportunity as a potentially best-in-class PARP inhibitor targeting a wide range of oncology indications.
  • Top-line data from the Phase 3 EMBRACA trial in germline BRCA mutated advanced breast cancer is expected in the first half of 2017.
  • Recent data reported at AACR demonstrate talazoparib's potential in tumors with defects in DNA repair beyond BRCA deficiency and possibly in patients without evidence of homologous recombination deficiency when used in combination with low dose chemotherapy.
  • The company is preparing to initiate several clinical trials in 2016, including in breast cancer beyond germline BRCA mutations, prostate cancer, ovarian cancer and small cell lung cancer, including potentially registrational trials. 
  • Medivation recently met with the FDA to discuss clinical trial design and a potential accelerated approval pathway in prostate cancer.
  • Talazoparib is highly synergistic with our existing development and commercial infrastructure.
  • Additional clinical data demonstrating talazoparib's potent activity is expected to be presented at a medical meeting later in the year.
• Pidilizumab has the potential to be a novel immuno-oncology candidate supported by clinical efficacy and a strong safety profile in several hematological malignancies.

The execution of Medivation's business plan will deliver value to its stockholders that is far superior to Sanofi's proposal.

• Medivation has an exceptional track record for execution.
  • XTANDI has achieved all development and sales milestones under Medivation's collaboration with Astellas.
• Medivation's track record for delivering value to our stockholders is exemplified by XTANDI, which was in-licensed as a pre-clinical asset in 2005, received full FDA approval in seven years (better than industry average), and achieved $2.2 billion in worldwide annual net sales on a run rate basis in less than four years.
• The company has generated a 1,440%+ total shareholder return for its stockholders since 2009.
• Medivation has already achieved two years of profitability, despite only launching XTANDI in late 2012, and the company has pursued minimal, dilutive capital raises.

Sanofi's timing is designed to benefit Sanofi - not Medivation's stockholders.

• Sanofi approached Medivation following a period of significant market dislocation in biotech and just as the market was beginning to recover.
  • The "private offer" was submitted to Medivation when the NBI index was almost 30% below its July 2015 high.
  • The proposal offer price is:
    • 21% below Medivation's 52-week trading high of $66.40
    • Less than a 14% premium to Medivation's 12-month volume weighted average price, or VWAP
    • Only a 9% premium to Medivation's VWAP over the last month 

Medivation will provide additional information on its financial performance, XTANDI's utilization and the company's clinical development plans for talazoparib on next week's earnings call.

Kim D. Blickenstaff, Chairman of Medivation's Board of Directors, notes that "Medivation has a long history of producing superior growth and generating significant value for its stockholders. Since the launch of XTANDI, Medivation has achieved revenues of nearly $1 billion in just over three years. There are several exciting pipeline opportunities that will drive significant growth. The Board is determined to continue to aggressively focus on working for, and delivering value to, Medivation's stockholders."

ーーーーーーーー

Sanofi Comments on Medivation’s Rejection of Proposal

Paris, France – April 29, 2016 – Sanofi today commented on Medivation, Inc.’s rejection of Sanofi’s non-binding all-cash proposal to acquire Medivation for $52.50 per share:

Combining Sanofi and Medivation represents a compelling strategic and financial opportunity to drive immediate and certain value for Medivation’s shareholders while benefiting patients and both companies’ respective stakeholders. Sanofi’s all-cash proposal represents over a 50 percent premium to Medivation’s two-month volume weighted average trading price (VWAP) prior to takeover rumors.

Sanofi is a disciplined acquirer and has a strong acquisition track-record. While to date Medivation has chosen not to enter into discussions regarding this value-creating transaction, Sanofi remains committed to the combination and looks forward to engaging directly with Medivation shareholders with regard to our proposal.

August 16, 2016

Praxair, Inc. Confirms Preliminary Talks about a Potential Merger with Linde AG

Praxair, Inc. today confirmed that it is currently in preliminary discussions with Linde AG regarding a potential merger. These discussions are ongoing and there can be no assurance that they will result in a transaction, or on what terms any transaction may occur. Praxair does not intend to comment further at this time.

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August 16, 2016 Reuters 

Gas Suppliers Praxair and Linde Are Discussing a Possible Merger

U.S. industrial gas supplier Praxair and German peer Linde have held initial talks about a merger to create a market leader with a value of more than $60 billion, people familiar with the matter said, sending shares in Linde more than 7% higher.

An agreement would accelerate consolidation sweeping the industrial gas sector where slower economic growth has weakened demand in the manufacturing, metals and energy sectors and put pressure on smaller players to compete.

A combination of Praxair and Linde would face scrutiny from regulators in a year when other major deals, such as U.S. oilfield services provider Halliburton $34.6 billion acquisition of Baker Hughes, were shot down due to antitrust concerns.

Details of the talks, which were first reported by the Wall Street Journal, were not immediately clear.

One person familiar with the matter said Praxair was considering a takeover of Linde, while two other sources said Linde wanted a merger of equals.

A fourth person, who is close to Linde, said there had been talks, but that no agreement had been reached.

One of the sources said a share swap was one possible structure of a deal but that talks were still very preliminary.

Linde has a market value of around 27 billion euros ($30.4 billion), compared with about $33.7 billion for Praxair.

Representatives for Danbury, Connecticut-based Praxair could not be immediately reached for comment. Munich, Germany-based Linde declined to comment.

Sector Shake-Out

Analysts said talks may have been spurred by French Air Liquide’s acquisition of smaller U.S. peer Airgas for $10.3 billion this year, making the world’s leading industrial gases group a strong second player in North America behind Praxair.

2015/11/24  産業ガス世界大手のAir Liquid、米同業のAirgas を買収

　

Source : http://youtu.be/4mshZnZPUzM

　

Linde has a strong position in healthcare gases in North America, while Praxair is more focused on industrial on-site production, which means a market share of close to 50% resulting from a merger should not spark opposition from U.S. anti-trust regulators, analysts said.

Baader Helvea analyst Markus Mayer said overlaps in the rest of the world could help generate synergies of up to 800 million euros in a merger.

“Asset disposals are hardly crippling in a business of regional oligopolies, and the transaction could fix strategic challenges for both companies,” Jefferies analysts said in a note.

They said they estimated that Praxair could pay a 26% premium over Linde’s market value to gain control of it and still achieve an 8% return on invested capital in the full year and improve its free cash flow per share by $1.70.

PolyOne expects to record a pre-tax gain of approximately $600 million at the time the sale is completed.

With sales of approximately $700 million, PP&S is a global provider of formulated PVC and polypropylene based solutions, as well as contract manufacturing services, primarily serving the North American Construction and Automotive end markets. "We conducted what became a very competitive bidding process for our PP&S segment," said Robert M. Patterson, chairman, president and CEO, PolyOne Corporation. "Ultimately, we determined that divesting the business to SK Capital Partners would provide greater flexibility to accelerate our specialty growth strategy, and is in the best interest of customers, employees and shareholders." "In the short term, proceeds from the sale will be used to pay down debt on our revolving line of credit and reduce our overall net debt to EBITDA leverage from 3.2 to 2.0 by year-end," said Patterson.

"Longer term, we can further refine our focus on investing in and growing our three remaining segments: Specialty Engineered Materials; Color, Additives and Inks; and Distribution." The company noted it expects full year 2019 adjusted earnings per share from continuing operations to expand 6-8 percent over the prior year. "We continue to benefit from recent investments made in composites and other sustainable solutions, which is helping us to deliver adjusted EPS growth in an otherwise challenging environment," said Patterson. "As discussed on our second quarter conference call, margins are expanding as a result of improved mix, pricing and cost reductions."

In accordance with U.S. GAAP, the company expects the PP&S business will be classified as "held for sale" and reported as a discontinued operation. The company noted that HSBC served as financial advisor and led the sale process for PolyOne. Jones Day served as outside legal counsel. The sale is subject to satisfaction of regulatory requirements and other customary closing conditions, which the company expects to be completed during the fourth quarter. The company will discuss additional details of the transaction on its third quarter 2019 conference call.

SK Capital targets investments in the specialty materials, chemicals and pharmaceuticals sectors, working collaboratively with management to support the realization of their strategic, operational and financial objectives.

February 12, 2024

米シェール中堅、同業を3.9兆円で買収　　　

中堅シェール開発の米ダイヤモンドバック・エナジーは12日、同業のエンデバー・エナジー・リソーシズを260億ドルで買収すると発表した。身売りを模索していたエンデバーはテキサス州西部などに広がる地域パーミアンで優良鉱区を抱えており、合従連衡が進むシェール業界で買い手が注目されていた。

Endeavor Energy Resources

The Midland Basin consists of Martin, Howard, Midland, Glasscock, Upton, and Reagan counties. These Core 6 counties are the center of focus for Endeavor’s horizontal drilling operations.