ICI、Akzo Nobel による買収提案を拒否

2007/5/28 「次の買収は？」　　 http://www.knak.jp/blog/2007-05-3.htm#next　で
SABICによるGE Plastics 買収が決まり、次の買収の噂がいろいろ出ている。
とし、その一つにICIを挙げ、次の通り述べた。

DowがICIを買収するという噂が流れた。（2007/4/7　DowがICIを買収？）　
http://www.knak.jp/blog/2007-04-1.htm#dow-ici

更に、Akzo Nobel のトップが Coatings 事業で大規模な買収を検討していると述べた。
買収候補がICIでないのかという質問にはノーコメントであった。

（中略）

これに対してICIの会長はDow やAkzo Nobel による買収説を打ち消した。

Akzo Nobel は18日、ICIに内々に買収の提案をして拒否されたことを明らかにした。
報道によると、72億英ポンド（約1兆7500億円）での買収提案をしたが、ICIは安すぎるとして断ったとされる。

Akzo Nobel では今後引き続き検討するとしている。消息通は今回の拒否を受け、Akzoは間もなく正式な買収提案をするだろうと述べている。

ーーー

Akzo Nobel は医薬品、塗料、化学品の三つの分野で活動しているが、医薬品では医療用医薬品事業（Organon Biosciences） 、動物用医薬品事業（Intervet：世界のトップ３の一つ）とバイオ事業（Nobilon International ）を持っている。

本年3月に医療用医薬品事業のOrganon Biosciences を144億ドルで Schering-Plough に売却することで合意した。
同社ではその際に、投資や買収によって塗料及び化学品の最も魅力的な分野で成長を図るとしていた。

今回の買収はこれによる豊富な資金をもとに、ICIの塗料事業を狙ったものだが、同社自身が買収の対象となるのを避ける目的もあるとされている。

アナリストは、両社は似合いのペアであり、戦略的には素晴らしい買収だとしている。

ーーー

ICIは　2006/3/7　「ＩＣＩの抜本的構造改革」　記載の通り、既存事業のほとんどを売却し、スペシャリティ化学品を中心とした「新生ＩＣＩ」に生まれ変わった。http://www.knak.jp/blog/zenpan-1.htm#ici

その時点での同社の事業は、既存の塗料のほか、1997年にUnileverから購入した3事業＝National Starch、香料（flavours & fragrance) のQuest、油脂化学・界面活性剤のUniqema の合計４事業部門から成っていた。

同社は昨年6月には、Uniqema部門 をCroda International に約915億円で売却、昨年11月末には香料を扱う Quest 部門をスイスに本拠を置く Givaudan に約2,680億円で売却すると発表した。

売却額は退職年金不足額に充当するほか、負債の返済に充てられた。

この結果、同社は塗料事業とNational Starchに事業を集中、負債も縮減した。本年2月にはアナリストが買収の好対象であると述べている。
　2006/11/30　ＩＣＩ、Quest部門をGivaudanに売却 　
　　http://www.knak.jp/blog/2006-11-2.htm#quest

ーーー

本件が明らかになったため、他社もICI買収に乗り出すのではないかと噂されている。

Jun 18, 2007 Reuters

Akzo Nobel says ICI rejected approach

Dutch chemical group Akzo Nobel NV said on Monday it had made a takeover approach to Imperial Chemical Industries Plc that was rejected by Britain's biggest chemicals firm.

"Akzo Nobel will continue to evaluate all strategic opportunities, including ICI, based on a disciplined and value-driven approach to earnings and returns over cost of capital," it said in a statement.

Akzo did not give any financial details. A source told Reuters on Sunday it had offered about 600 pence a share.

ICI shares closed on Friday at 546.5 pence, giving it a market capitalisation of 6.56 billion pounds.

RTT News 2007/6/17

ICI Rejects Akzo's GBP 7.2 Billion Acquisition Bid

Paint and Chemicals major, Imperial Chemical Industries plc has rejected a preliminary offer by rivals Akzo Chemicals N.V. to acquire the company, as it was too low. Healthcare products and chemicals giant, Akzo Nobel had made a 600 pence a share bid or approximately GBP 7.2 billion to acquire Imperial Chemical Industries or better known as ICI, speculations regarding which were on for the last several months. Akzo revealed the appointment of investment bank Morgan Stanley to advise it on the matter.

Akzo's bid for ICI is likely to attract competition from companies such as Germany's BASF, America's Dow Corning and Reliance Industries from India, as well as private-equity groups despite lacking in synergies. However, sources indicate prospective bidders could face major stumbling blocks in the form of liabilities related to ICI's pension scheme, which currently stands at GBP 697 million in the main ICI UK fund as per the company's last annual report.

The London, United Kingdom based company's net liability was indicated at GBP 1.3 billion including retirement and healthcare schemes overall, although is currently estimated to be at a lower level as liabilities were scaled down upon repayment in part from asset sale proceeds. ICI's future liabilities were indicated at GBP 9.2 billion, much higher than the company's stock-market value. Any bidder would therefore have to contend with ICI's pension trustees and the pensions regulator.

ICI was formed in 1926 combining four British chemical companies to face competition worldwide. ICI hit a low during the 1990s with low-margin businesses and huge debts. However, under Chief Executive Officer John McAdam, the company again resurged with cost-cutting measures, business restructuring, and moves initiated to reduce debts with selling off businesses. Last year, ICI disposed its perfume business, Quest to Swiss company, Givaudan for GBP 1.2 billion and further expects to net GPB 400 million from sales this year.

On the other hand, Akzo has plenty of cash having sold its pharmaceutical division, Organon Biosciences, to Schering-Plough earlier this year for EURO 11 billion or GBP 7.5 billion. Akzo has had an eye on ICI's paints business for long, indicated as one of the most profitable in the world with strong footholds in Britain, Eastern Europe and Asia.

Analysts, however, believe ICI would accept an offer substantially higher than 600 pence a share.

ICI closed Friday's regular trading at $43.50, up $0.43 or 0.82%, on a volume of 67,600 ADR on the NYSE.

ICI.L last traded at 477.00 pence, down 69.50 pence on a volume of 20.33 million shares on the London Stock Exchange.

-----------------------

Approach This Month

The U.K. company has sold units, including beauty products division Quest International, to halve debt and cut a pension deficit, enabling it to focus on accelerating profit growth. That has made ICI more attractive as a bid target, Merrill Lynch & Co. analyst Nik Oliver said in an April 12 note.

Mayer said Akzo may have to table as much as 650 pence a share for ICI, valuing it at about 7.8 billion pounds, for the U.K. company's board to recommend a bid to investors. The Netherlands-based company may not get any benefit out of an acquisition immediately. The attraction for Akzo will be in cost reductions, the end of a ``price war'' in Europe with ICI and the addition of ICI's fast-growing Asian operations.

Plenty of Cash

Akzo may have as much as 8.8 billion euros in cash by year- end, allowing it to ``comfortably'' buy any competitor, Merrill's Hill said. Possible targets include ICI and Sherwin-Williams Co., North America's biggest paint maker.

ICI stock closed at 549 pence June 15, giving a market value of 6.6 billion pounds. Shares of Akzo have gained 33 percent this year, valuing the Arnhem, Netherlands-based company at 17.67 billion euros ($23.6 billion).

ICI Chief Executive Officer John McAdam will use an investor day June 20 to make a case for the U.K. chemical maker to remain independent, the Sunday Telegraph said. The CEO had planned to discuss prospects for the company's National Starch business at the event.

Akzo will confirm today it hired Morgan Stanley to help it mull a bid for ICI, the Sunday Times reported yesterday, citing people familiar with the company's plans. The declaration will likely herald a formal bid and may trigger competing offers including one from BASF AG, the world's largest chemical producer, the newspaper said.

`Too Expensive'

``We wouldn't be positive about a takeover of ICI,'' said Mark van der Geest, an analyst at Rabo Securities in Amsterdam, who has a ``buy'' recommendation on Akzo. An acquisition would be ``too expensive,'' he said.

An offer for ICI at 7.2 billion pounds would be more than 14 times earnings before interest and tax, according to data compiled by Bloomberg.

A tie-up with ICI would form a ``coatings behemoth,'' better placed to target growth markets such as Asia and delivering annual savings of as much as 290 million euros, James Knight, an analyst at Collins Stewart in London, said Feb. 6. A deal makes sense after the U.K. company sold fragrance business Quest International to Givaudan SA of Switzerland, he said.

Akzo's net income last year rose 20 percent to 1.15 billion euros and sales gained 5 percent to 13.74 billion euros.

CEO McAdam has focused ICI on household paints, coatings and varnishes, which accounted for almost half of ICI's 4.85 billion pounds of sales in 2006. National Starch, which provided more than 40 percent of revenue, supplies ingredients to food manufacturers to improve the texture and shelf life of yoghurts and ice cream. Its starches are also used to strengthen glue and paper.

Asia, Latin America

Paint sales at ICI rose 4 percent in the first quarter compared with a year earlier. Gains in Asia, Europe and Latin America countered a 4 percent drop in North American revenue, clipped by a slump in the U.S. housing market. The company cut jobs and brought in new management at its U.S. paint division after it underperformed peers, ICI said May 23.

ICI, which competes with Sherwin-Williams Co., North America's No. 1 paint producer, has a 13 percent market share in U.S. paints, compared with 44 percent at home. The company is also investing in China, where Dulux is the No. 2 brand behind Nippon Paint Co. Ltd.

Rabo Securities' Van der Geest said ICI's coatings operation in the U.S. is ``weak'' and said a deal might come under scrutiny from competition regulators in Britain.

ICI was formed in 1926 when four British chemical makers merged. The company made 100 acquisitions through 1987 and spun off its pharmaceutical and agricultural operations as Zeneca in 1993. Merrill Lynch and UBS AG are ICI's corporate brokers.

Forbes 2007/7/6

ICI Paints Akzo Into A Corner

Anyone looking for lessons in playing hard to get should look no further than Britain’s Imperial Chemical Industries. After rejecting a £7.2 billion ($14.5 billion) offer from paint-maker Akzo-Nobel in mid June, the company has reportedly called for, and succeeded in getting, Britain’s Takeover Panel to give Akzo an August deadline to make another offer or walk away from the deal.

“Put up or shut up,” was the way several British newspapers including The Guardian described Imperial Chemical Industries message to its Dutch suitor, after the Takeover Panel said that Akzo Nobel had until August 9 to make a firm take over offer, following “recent representations made by the advisers to ICI.” The panel said tthat if Akzo missed the deadline, it would have to wait six months before making another offer.

Three weeks ago ICI turned down Akzo’s £6.00 ($12.07) a share bid for the company on the grounds that it “significantly undervalues" the British firm. “The board is very confident in the group’s strategy and strong growth prospects,” said the company at the time.

So far the optimism seems to be justified. Since Akzo’s failed bid, several companies including Dow Chemical, Germany's BASF 、and the Indian chemical company Reliance Industries have indicated they are considering entering the bidding war, which could drive the share price as high as £7.00 ($14.08).

Though this is a considerable mark up, Akzo may have little choice but to go along with that price, in order to avoid becoming the subject of a takeover bid itself.

“Akzo shareholders want the money returned to them but Akzo is fearful that the longer it sits on the money, the greater the risk that it will become a takeover target,” said Jeremy Batstone, an analyst at Charles Stanley.

Akzo will also have its eye firmly ICI’s paint division, as part of plans to consolidate the currently fragmented industry. The acquisition of the paints division would give Akzo a firm foothold in Asia, and Latin America, where ICI Paints is particularly strong.

The Panel on Takeovers and Mergers is an independent body, established in 1968, whose main functions are to issue and administer the City Code on Takeovers and Mergers and to supervise and regulate takeovers and other matters to which the Code applies. Its central objective is to ensure fair treatment for all shareholders in takeover bids.

The Panel has been designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers under the EC Directive on Takeover Bids (2004/25/EC).

August 6, 2007 　Wall Street Journal

Akzo Nobel Brings In Henkel To Win a Deal for ICI
Move Marks New Effort To Jointly Buy a Rival, Then Later Break It Up

Britain's Imperial Chemical Industries PLC, after twice rejecting bids from Akzo Nobel NV, has reached a tentative deal to be taken over by the Dutch chemicals company and a German partner for about £8 billion ($16 billion).

A new, sweetened offer values ICI, the maker of Dulux paints, at about £6.70 a share, plus dividends.

Akzo and partner Henkel KGaA are conducting a due-diligence inspection of chemicals and paint maker ICI that is expected to be completed within days. If the review of its business and financial information goes well, a formal takeover agreement would be announced by the Thursday deadline set by British takeover regulators, according to people close to the matter.

By bringing Henkel into the deal, Akzo had been able to increase its bid from an initial £6 cash a share to £6.50 a share. ICI had rejected both prices, saying the values were too low.

Akzo, of Arnhem, Netherlands, said July 30 that it had agreed to carve out ICI's adhesives and electronic materials businesses and sell them to Henkel. Henkel would pay £2.7 billion for these businesses if the deal is completed, Akzo and Henkel announced Monday.

The deal would mark a new willingness by big companies to join forces to buy a competitor, breaking up the acquired company among the buyers. A similar breakup plan is being attempted by a consortium of three European banks in a contested nearly $100 billion takeover bid for ABN Amro Holding NV of the Netherlands. If that deal is successful, it would be the first breakup bid of its kind in the banking industry.

By working with Henkel, Akzo hopes to allay concerns by its own shareholders that it is overpaying for ICI, which is more richly valued by the stock market than Akzo itself is. Several hedge funds have purchased stakes in Akzo and have opposed its effort to buy ICI.

An acquisition of ICI, an 86-year-old London-based industrial company, would be the latest in a string of purchases of major British companies by foreigners. The trend is the result of the United Kingdom's continued transformation from its industrial roots to a more services-oriented economy. It is also the effect of Britain's policy of economic openness during an extended boom in mergers and acquisitions across Europe, which has made U.K. companies attractive takeover targets to European rivals.

ICI generates most of its sales from more-specialized chemical products, an area that is hot in the industry because it yields wider profit margins than so-called commodity chemicals that have been the industry's mainstay in the past.

ICI said second-quarter net profit rose to £100 million from £15 million a year earlier, when charges for discontinued operations crimped earnings. Sales fell 1.6% to £1.25 billion on the weaker U.S. dollar and tough conditions in North American construction markets.

2007/8/6　Akzo

Further Proposal from Akzo Nobel

Akzo Nobel NV (“Akzo Nobel”) confirms that it has made a further indicative proposal to the Board of Imperial Chemical Industries PLC (“ICI”) under which Akzo Nobel would acquire ICI for 670p per share in cash.

In addition, ICI shareholders would receive a second interim dividend of up to 5p per share paid pro rata by reference to where the completion date of the proposed offer falls between July 1, 2007 and December 31, 2007.

Akzo Nobel was able to make this increased proposal after further discussions with both ICI and Henkel KGaA (“Henkel”). As announced on 30 July 2007, Akzo Nobel has entered into an exclusive arrangement with Henkel for the sale, following completion of its proposed offer, of ICI’s Adhesives and Electronic Materials businesses. The consideration payable under this arrangement is £2.7 billion (calculated on a cash and debt free basis) Akzo Nobel and Henkel have negotiated a back to back agreement relating to this proposed sale which, subject to the approval of Henkel’s Shareholders’ Committee, they would intend to execute immediately prior to the formal announcement of an offer by Akzo Nobel for ICI.

The exclusivity agreement with Henkel enables both Akzo Nobel and Henkel to each focus on the businesses that offer them most synergies thereby meeting their respective stated strategic and financial objectives. It would also allow Akzo Nobel to return further cash to its shareholders. The Board of ICI has agreed that Akzo Nobel can undertake certain limited due diligence. There can be no certainty that Akzo Nobel’s further indicative proposal will result in any offer or transaction. A further announcement will be made when appropriate.

---

2007/7/30 Henkel

Henkel has signed exclusivity agreement with Akzo Nobel
Enhancement of global market position planned

Henkel has signed an exclusivity agreement with Akzo Nobel. At the same time Henkel and Akzo Nobel have negotiated an agreement about a back-to-back transaction, the signing of which is still pending. Under the terms of such agreement Henkel would buy the adhesives and electronic materials businesses of National Starch, a subsidiary company of ICI, in the case of a takeover of ICI by Akzo Nobel. If however a formal offer will be made by Akzo Nobel or a successful takeover of ICI by Akzo Nobel will be realized respectively, is presently still open.

Ulrich Lehner, Chairman of the Management Board of Henkel, comments on the planned acquisition: "The acquisition would be a very good opportunity for us to further strengthen our Adhesives Technologies business sector. The businesses we want to acquire are high-growth operations and would enjoy exceptional geographical and technological complementarity with Henkel’s existing portfolio. I am confident that, with this acquisition, we would be able to realize significant synergies and create substantial value for our shareholders. If however such an acquisition, which is subject to the takeover of ICI by Akzo Nobel, will be realized, cannot be forecast at this moment.”

---

2007/8/6 Henkel

Henkel takes further step towards acquisition of National Starch businesses
Agreement reached on transaction value

Henkel has reached an agreement with Akzo Nobel on the value of a back-to-back transaction. The transaction envisages that Henkel will acquire the adhesives and electronic materials businesses of National Starch, a subsidiary company of ICI. The agreed transaction value is 2.7 billion GBP (close to 4 billion euros). The signing of the back-to-back agreement is still subject to the approval of the Henkel Shareholders’ Committee. The transaction is conditional on the successful completion of the takeover of ICI by Akzo Nobel.
　　　National Starch社（工業用接着剤、レジン、産業用でんぷん）

“With this agreement, we have taken a major step towards the successful conclusion of the planned acquisition. We consider the agreed transaction value to be a fair price, since the new businesses offer exceptional complementarity with our portfolio,” says Ulrich Lehner, Chairman of the Management Board of Henkel. “Moreover, we expect significant synergies and a substantial improvement of our growth and profit prospects to arise from the planned combination.”

Henkel KGaA and Akzo Nobel N.V., Arnhem, The Netherlands, have reached an agreement on the value of a back-to-back transaction on August 6, 2007. The transaction envisages that Henkel will acquire the adhesives and electronic materials businesses of National Starch and Chemical Company, Bridgewater, N.J., USA, a subsidiary company of ICI plc, London, UK. The transaction value of these businesses is 2.7 billion GBP (close to 4 billion euros). Signing of the agreement on the back-to-back transaction is still pending. It is intended to execute the agreement, which is still subject to the approval of the Henkel Shareholders’ Committee, immediately prior to the announcement of a formal offer by Akzo Nobel for ICI. The transaction is conditional on the successful completion of the takeover of ICI by Akzo Nobel.

With this acquisition, Henkel would strengthen its existing leading position in the global adhesives market, particularly in the industrial business. The National Starch businesses to be acquired realized sales of about 1.26 billion GBP (about 1.85 billion euros) in 2006 and would increase sales of the Adhesives Technologies business sector to approximately 7.3 billion euros - around half the total sales of Henkel.

Strategic fit
The businesses to be acquired from National Starch offer high complementarity with the existing Henkel portfolio of the Adhesives Technologies business sector. This applies with regard to the exceptional geographical and technological as well as market segment complementarity of the respective businesses.

Significant synergies
Henkel expects significant synergies to arise from this combination of 240 to 260 million euros per year. The main portion would be derived from cost synergies. Due to the complementary businesses, Henkel also expects revenue synergies. Henkel anticipates that, following the closing of the acquisition and adjusted for restructuring costs, the transaction will be earnings accretive in the first year.

Solid financing structure
To finance the acquisition, Henkel is considering a combination of debt and/or equity capital and/or the possible divestiture of non-core assets. It is Henkel's declared aim to retain a rating in the “A” category. The planned acquisition will improve Henkel’s cash flow position enabling a rapid reduction of debt despite the associated restructuring costs.

2007/8/13　Akzo

RECOMMENDED CASH OFFER FOR IMPERIAL CHEMICAL INDUSTRIES PLC BY AKZO NOBEL N.V.

Summary