Clariant plans acquisition of Süd-Chemie AG
Clariant AG is planning the acquisition of a controlling majority in Süd-Chemie AG and has thereto signed a contract with the majority shareholders.
As part of the planned transaction, still subject to clearance by competent merger control authorities, Clariant has come to agreements with the majority shareholder One Equity Partners (50.4%) and the family shareholders (approximately 46%). As a result, Clariant will acquire slightly above 95% of the outstanding shares. The shares of One Equity Partners will be bought at a price of EUR 121 per Süd-Chemie share. The vast majority of the Süd-Chemie family shareholders will swap their shares into Clariant shares at a ratio of 1:8.84. The total value of the transaction is EUR 2.0 billion (CHF 2.5 billion).
With around 6,500 employees in 40 countries, Süd-Chemie operates two stable and profitably growing business units that hold a global leading position in the areas of process catalysts and adsorbents. Furthermore, Süd-Chemie has a strong Research & Development pipeline for new business areas with substantial growth potential. Those include innovative materials for lithium-ion batteries and biotechnology, e.g. technology for the production of second generation bioethanol. Süd-Chemie has demonstrated high levels of innovation coupled with success in the commercialization of its products.
With turnover of EUR 1,225 million and EBITDA of EUR 191 million1, Süd-Chemie generated an EBITDA margin in 2010 of 15.6%1.
“We are convinced that Süd-Chemie is the right strategic fit for Clariant. It complements our portfolio with high growth businesses, less cyclicality and it provides Clariant access to new attractive market segments. Süd-Chemie will further drive our profitable growth forward in the coming years”, said Clariant AG CEO Hariolf Kottmann. “The planned acquisition also offers clear advantages for both companies as our investment will strengthen our research in future markets such as new materials and biotechnology in a focused way”, said Kottmann.
In line with Clariant's financing policy, the transaction will be conservatively financed. The envisaged and approximate financing structure includes CHF 700 million share exchange with Süd-Chemie family shareholders, CHF 400 million rights issue, CHF 900 million debt financing and CHF 500 million cash. The issue of new shares is subject to approval at the Clariant general meeting on March 31, 2011. Once all necessary regulatory approvals, including anti-trust, are obtained, Clariant is confident that the transaction can be completed in the first half of 2011. No later than after the Closing of the share purchase agreements, Clariant will initiate a public takeover procedure for the remaining free float.
After having successfully completed its restructuring in 2010, this transaction supports Clariant's new strategic direction towards profitable growth. In addition to continued improvement in the profitability of the existing portfolio and a focus on innovation and growth in emerging markets, the portfolio will be strengthened by further investments in future markets and technologies.