Shareholders to Receive $33.50 Per
Share
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160925005044/en/
Chemtura Investors:Matthew Sokol, +1 (203) 573-2153Director,
Investor Relations and Corporate DevelopmentorChemtura Media:Sard
Verbinnen & CoMatt Benson/David Millar+1 (212) 687-8080
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