Shareholders to Receive $33.50 Per Share
PHILADELPHIA -- (Business Wire)
Chemtura Corporation (NYSE:CHMT) (Euronext Paris: CHMT) (“Chemtura”)
today announced that it has entered into a definitive agreement pursuant
to which LANXESS AG (“LANXESS”), a global specialty chemicals company,
will acquire Chemtura in a transaction valued at approximately $2.5
billion. Under the terms of the agreement, Chemtura shareholders will
receive $33.50 per share in cash for each outstanding share of common
stock held, which represents an 18.9% premium to the stock’s closing
share price of $28.18 on September 23, 2016. The respective boards of
both companies have unanimously approved the transaction.
“For the past year, our management team and Board of Directors have been
actively working to identify a transformative opportunity to create
value for our shareholders and to enhance the scale, strength and
diversity of our business, both vertically and geographically, for the
benefit of our customers and employees. The transaction we are
announcing today delivers on that promise,” said Craig A. Rogerson,
President, Chief Executive Officer and Chairman of the Board of
Chemtura. “It provides premium value to our shareholders and benefits
our customers and employees by making Chemtura part of a larger,
stronger global enterprise with the resources to fully support a more
diverse suite of specialty chemicals products and services.”
Matthias Zachert, Chief Executive Officer and Chairman of the Board of
Management of LANXESS, said: “With this acquisition, we are forming a
major global player in the field of additives and are significantly
strengthening our already profitable portfolio. We are confident that
this transaction will create new and exciting opportunities for the
customers and employees of both companies. The Chemtura team has built
four industrial businesses into a highly attractive group of assets. In
addition to the additives segment, Chemtura’s urethane and
organometallics businesses will further diversify our company’s product
offering.”
Mr. Rogerson concluded: “We believe LANXESS’s offer is recognition of
the strength of our business, product portfolio and exceptional global
team. I am confident that LANXESS shares Chemtura’s commitment to
quality, safety and service and is the right home to ensure a bright
future ahead.”
LANXESS will fund the transaction through existing liquidity and the
issuance of new debt. The transaction is expected to close around
mid-2017, subject to approval by the holders of Chemtura’s common stock,
customary closing conditions and regulatory approvals.
Morgan Stanley & Co. LLC acted as financial advisor and Davis Polk &
Wardwell LLP acted as legal advisor to Chemtura.
About Chemtura
Chemtura Corporation, with 2015 sales of $1.7 billion, is a global
manufacturer and marketer of specialty chemicals. Additional information
concerning Chemtura is available at www.chemtura.com.
About LANXESS
LANXESS is a leading specialty chemicals company with sales of EUR 7.9
billion in 2015 and about 16,700 employees in 29 countries. The company
is currently represented at 55 production sites worldwide. The core
business of LANXESS is the development, manufacturing and marketing of
chemical intermediates, specialty chemicals and plastics. Through
ARLANXEO, the joint venture with Saudi Aramco, LANXESS is also a leading
supplier of synthetic rubber. LANXESS is listed in the leading
sustainability indices Dow Jones Sustainability Index (DJSI World) and
FTSE4Good.
IMPORTANT ADDITIONAL INFORMATION REGARDING THE MERGER WILL BE FILED
WITH THE SEC:
In connection with the proposed merger, Chemtura Corporation (“Chemtura”)
will file a proxy statement with the Securities and Exchange Commission
(the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ
THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy
statement (when available) and any other relevant documents filed with
the SEC from the SEC’s website at http://www.sec.gov.
In addition, investors will be able to obtain, without charge, a copy of
the proxy statement and other relevant documents (when available) at
Chemtura’s website at investor.chemtura.com or by contacting Chemtura’s
investor relations department by telephone at (203) 573-2153 or via
email at investor@chemtura.com.
PARTICIPANTS IN THE SOLICITATION
Chemtura and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the
solicitation of proxies from Chemtura’s shareholders with respect to the
proposed merger. Information about Chemtura’s directors and executive
officers and their ownership of Chemtura’s common stock is set forth in
the proxy statement for Chemtura’s 2016 Annual Meeting of Shareholders,
which was filed with the SEC on April 1, 2016, Chemtura’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2015, which was
filed with the SEC on February 22, 2016, Chemtura’s Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016, which
were filed with the SEC on April 28, 2016 and July 28, 2016, and
Chemtura’s Current Reports on Form 8-K filed on February 22, 2016, April
28, 2016, May 9, 2016 and July 28, 2016. Shareholders and investors may
obtain additional information regarding the direct and indirect
interests of the participants in the solicitation of proxies in
connection with the merger, including the interests of Chemtura’s
directors and executive officers in the merger, which may be different
than those of Chemtura’s shareholders generally, by reading the proxy
statement and other relevant documents regarding the merger, which will
be filed with the SEC.
FORWARD-LOOKING STATEMENTS:
This communication and Chemtura’s other public pronouncements may
contain forward-looking statements within the meaning of the U.S.
federal securities laws, including, statements regarding the anticipated
benefits of the merger to Chemtura’s shareholders, the expected
consummation of the merger (which involves a number of risks and
uncertainties, including the satisfaction of closing conditions for the
merger, such as regulatory approval for the merger, and the possibility
that the merger will not be completed) and other risks and uncertainties
discussed in the reports we file with the SEC, particularly Chemtura’s
latest annual report on Form 10-K. All statements that address
expectations or projections about the future, including with respect to
actions that will drive earnings growth, demand for Chemtura’s products
and expectations for growth, are forward-looking statements. These
statements are not guarantees of future performance and are subject to
risks, uncertainties, potentially inaccurate assumptions and other
factors, some of which are beyond Chemtura’s control and difficult to
predict. If known or unknown risks materialize, or should underlying
assumptions prove inaccurate, actual results and the timing of events
could differ materially from the results and/or timing expressed in
forward-looking statements. Chemtura assumes no obligation to provide
revisions to any forward-looking statements should circumstances change,
except as otherwise required by securities and other applicable laws.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160925005044/en/
Contacts:
Chemtura Investors:
Matthew Sokol, +1 (203) 573-2153
Director,
Investor Relations and Corporate Development
or
Chemtura Media:
Sard
Verbinnen & Co
Matt Benson/David Millar
+1 (212) 687-8080
Source: Chemtura Corporation
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