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IPIC to expand strength of NOVA Chemicals in North America

24 Feb '09

5 min read

“The opportunity to join IPIC comes at a good time for NOVA Chemicals and will enable us to offer both stability and long-term growth to many of our stakeholders,” said Jeff Lipton, NOVA Chemicals' CEO. “IPIC is well financed and has a track record of working successfully with companies like ours.”

“Working with IPIC will enable NOVA Chemicals to continue to build on our world class technology and take it around the world,” said Chris Pappas, NOVA Chemicals' President and COO. “This Arrangement is a good opportunity for our employees and our customers to grow our business.”

About the Arrangement
The Arrangement will be subject to court and regulatory approval and other customary conditions, including the approval by holders of at least 662/3% of the Shares represented in person or by proxy at a special meeting of NOVA Chemicals shareholders to be scheduled in connection with the Arrangement.

The Arrangement is not subject to any financing condition.

An information circular regarding the Arrangement is expected to be mailed to NOVA Chemicals shareholders in March 2009 for a special meeting of NOVA Chemicals shareholders which is expected to be held in April 2009. The completion of the Arrangement would be expected to occur upon receipt of all final regulatory approvals.

The Arrangement Agreement will be filed by NOVA Chemicals on SEDAR (www.sedar.com) and EDGAR (www.sec.gov/edgar.shtml) and can be viewed by following links for NOVA Chemicals at www.novachemicals.com

Recommendation of NOVA Chemicals' Board of Directors
The Board of Directors of NOVA Chemicals, after consultation with its financial and legal advisors, has determined that the Arrangement is fair, from a financial point of view, to NOVA Chemicals shareholders and is in the best interests of NOVA Chemicals and its shareholders. It has unanimously approved the Arrangement and resolved to recommend that NOVA Chemicals shareholders vote their Shares in favour of the Arrangement.

In addition, each member of NOVA Chemicals' Board of Directors and executive leadership group has agreed to vote their Shares in favour of the Arrangement. Both UBS Investment Bank and RBC Capital Markets have provided opinions to NOVA Chemicals' Board of Directors that the consideration under the Arrangement is fair, from a financial point of view, to NOVA Chemicals' shareholders.

The Arrangement Agreement contains non-solicitation provisions which limit NOVA Chemicals' ability to solicit third party proposals, subject to a “fiduciary out” and to certain match rights in favour of IPIC. It also provides for a termination fee of US$15 million plus additional amounts payable under the Credit Agreement and other payments by NOVA Chemicals to IPIC in certain circumstances.

For more details click here.

NOVA Chemicals Corporation

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