On 16 February 2011, the Swiss specialty chemicals group Clariant International Ltd., Muttenz, announced that it has agreed with the major shareholders of Süd-Chemie AG, Munich, to take over a total of more than 95% of the shares. The transaction is subject to several conditions, including the clearance under cartel law and the execution of a capital increase to be decided by the general meeting of Clariant.
According to the signed agreement, One Equity Partners (OEP) will sell its majority interest for EUR 121 per share while the traditional shareholders, some of whose families have invested and participated in Süd-Chemie as entrepreneurs for more than a century, will receive 8.84 shares in Clariant for one share in Süd-Chemie AG.
The Managing Board, the majority shareholder OEP and the traditional shareholders of Süd-Chemie are convinced of the excellent possibilities of further development of the business of Süd-Chemie as a result of this transaction.
In recent years, Süd-Chemie has developed into a strong global specialty chemicals company with robust growth and profitability. The company is very well positioned in attractive future markets. Based on the preliminary consolidated financial statements, for which the auditors have not given an audit opinion yet, a sales volume of EUR 1.225 billion and EBIT adjusted for special items of EUR 100.5 million are expected for fiscal year 2010. Especially as a result of the extraordinary income achieved in 2010 in connection with the 1 December 2010 formation of the global joint venture in the area of foundry chemicals with Ashland Inc., Covington/USA, consolidated earnings (EBIT) including special items is expected to be EUR 124.4 million and earnings before interest, taxes, depreciation and amortisation (EBITDA) to be EUR 190.8 million. Net financial liabilities including pension provisions increased as at the balance sheet date to EUR 462.4 million (previous year EUR 442.1 million).
Dr. Günter von Au, Chairman of the Managing Board of Süd-Chemie AG, says: "In recent years, the development of the core business of Süd-Chemie was excellent. Moreover, we persistently invested into new growth markets. I am convinced that, as part of the Clariant group, we will be able to successfully continue our promising business. We welcome the statement of the Chairman of the Managing Board of Clariant in today's press release of Clariant that he regards Süd-Chemie AG with its strong growth and future-oriented divisions as an ideal complement to Clariant to drive profitable growth in coming years."
According to the agreement, One Equity Partners (OEP), majority shareholder of Süd- Chemie, will divest its shares as largest single shareholder of Süd-Chemie after five years. OEP had initially taken over about 39.19% of the shares in January 2006 and increased its shareholding to 50.41% in August 2007. Since June 2006, OEP is represented on the Supervisory Board of Süd-Chemie AG.
Christoph Giulini, Partner at One Equity Partners Europe GmbH, says: "We are happy, after many years of fruitful cooperation with the management and the traditional shareholders, to be able to hand over a well positioned company with robust growth in order to open up new strategic perspectives for the company."
The traditional shareholders continue to participate in the development of the Süd-Chemie business as future shareholders of Clariant on the basis of the share swap.
Dr. Karl Wamsler, representative of the traditional shareholders and former Chairman of the Managing Board and the Supervisory Board of Süd-Chemie AG says: "We are aware of our responsibility for Süd-Chemie. We therefore carefully reviewed all possibilities, and we are convinced that we have made the right decision. As a result of the planned share swap, we will remain closely linked with the company and will continue to actively contribute to shaping its development."
"The fact that already today more than 95% of the shareholders agree to the transaction speaks for itself", says Professor Dr. Utz-Hellmuth Felcht, Chairman of the Supervisory Board of Süd-Chemie AG.
Süd-Chemie (www.sud-chemie.com) is a publicly quoted (ISIN: DE0007292005; WKN: 729200) specialty chemicals company headquartered in Munich, Germany and operating on a worldwide scale. Products manufactured by the Catalysts Division offer solutions for the chemical, petrochemical and refinery industries, for energy storage and hydrogen production, as well as off-gas purification. Key markets served by its Adsorbents Division include the consumer goods, packaging and foundry industries, as well water treatment. The common denominator of all Süd-Chemie products and services is the efficient and sparing use of natural resources to enhance the quality of life for humans and the environment. On 31 December 2010, the Group employed more than 6,500 people in over 120 sales and production companies worldwide.
München, 16. Februar 2011
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