Transformative acquisition expands the
Company’s suite of specialty polymers and attractive polymerization
technologies, advancing Chase Corp’s portfolio of products,
customer reach and strategic growth trajectory
Chase Corporation (NYSE American: CCF), a leading global
manufacturer of protective materials for high-reliability
applications across diverse market sectors, completed on September
1, 2022 the previously announced acquisition of NuCera Solutions,
(“NuCera” or the “Company”) from SK Capital (a private equity firm
headquartered in New York) for $250 million, pending any working
capital adjustments and excluding acquisition-related costs.
The purchase was funded by utilizing Chase’s existing revolving
credit facility and available cash on hand. Chase expects this
acquisition to be accretive to earnings within the first year of
ownership, with meaningful long-term synergy opportunities. Chase
will be modestly levered (~1.2x pro-forma net leverage) post
acquisition and maintains ongoing financial flexibility.
Adam P. Chase, President and Chief Executive Officer of Chase
Corporation, commented, “We are pleased to have completed this
important strategic acquisition. The acquisition of NuCera is
transformational in advancing Chase’s strategic growth priorities.
NuCera’s culture and technology-driven growth oriented mindset
closely align with those of Chase, and we are excited to welcome
the NuCera team to Chase Corporation.”
Steven McKeown, Chief Executive Officer of NuCera, commented,
“The NuCera team is excited to become an important part of Chase
Corporation. We are confident that our track-record of growth and
innovation will be enhanced under Chase and we thank SK Capital for
their support in helping us reach this new phase of our business.
On behalf of everyone at NuCera, we look forward to beginning our
journey with the Chase team.”
NuCera will expand Chase’s global reach into new, blue-chip
customers and attractive high-growth end markets such as personal
care, polymer additives, coatings, diversified consumer products
and masterbatches. Chase will continue to market under NuCera
brands and the business will be integrated into Chase’s Adhesives,
Sealants and Additives reporting unit. Chase expects the
integration process to run efficiently given its history of
successfully integrating acquisitions. Throughout this process,
Chase remains committed to ensuring its customers and NuCera’s
customers continue to receive excellent products and services.
About NuCera Solutions
With an 85-year history of innovative chemistry, NuCera is a
global leader in the development and manufacture of highly
differentiated specialty polymers for markets that require high
quality and performance: Adhesives, Coatings, Imaging,
Masterbatches, Personal Care, Plastics and other consumer
applications. NuCera supplies performance chemistry to global
markets from its highly flexible manufacturing facilities in
Barnsdall, OK which are supported by R&D and applications
laboratories as well as pilot plant facilities. Nucera employs
approximately 130 people globally. For more information, please
visit http://www.nucerasolutions.com
About Chase Corporation
Chase Corporation, a global specialty chemicals company founded
in 1946, is a leading manufacturer of protective materials for
high-reliability applications throughout the world. More
information can be found on our website https://chasecorp.com/
Use of Non-GAAP Financial Measures
The Company uses non-GAAP financial measures in our press
releases. Adjusted net income, Adjusted diluted EPS, EBITDA,
Adjusted EBITDA and Free cash flow are non-GAAP financial measures.
The Company believes that Adjusted net income, Adjusted diluted
EPS, EBITDA, Adjusted EBITDA and Free cash flow are useful
performance measures as they are used by its executive management
team to measure operating performance, to allocate resources to
enhance the financial performance of its business, to evaluate the
effectiveness of its business strategies and to communicate with
its board of directors and investors concerning its financial
performance. The Company believes Adjusted net income, Adjusted
diluted EPS, EBITDA, Adjusted EBITDA and Free cash flow are
commonly used by financial analysts and others in the industries in
which the Company operates, and thus provide useful information to
investors. However, Chase’s calculation of Adjusted net income,
Adjusted diluted EPS, EBITDA, Adjusted EBITDA and Free cash flow
may not be comparable to similarly titled measures published by
others. Non-GAAP financial measures should be considered in
addition to, and not as an alternative to, the Company’s reported
results prepared in accordance with GAAP.
Cautionary Note Concerning Forward-Looking Statements
Certain statements in our press releases are forward-looking.
These may be identified by the use of forward-looking words or
phrases including, but not limited to, “believe,” “expect,”
“anticipate,” “should,” “planned,” “estimated” and “potential.”
These forward-looking statements are based on Chase Corporation’s
current expectations and include statements relating to the
expected timing of the acquisition described in this press release,
the expected benefits of the transaction, including future
financial and operating results, cost savings, enhanced revenues
and accretion to reported earnings that may be realized from the
transaction. The Private Securities Litigation Reform Act of 1995
provides a “safe harbor” for such forward-looking statements. To
comply with the terms of the safe harbor, the Company cautions
investors that any forward-looking statements made by the Company
are not guarantees of future performance and that a variety of
factors could cause the Company’s actual results and experience to
differ materially from the anticipated results or other
expectations expressed in the Company’s forward-looking statements.
The risks and uncertainties which may affect the operations,
performance, development and results of the Company’s business
include, but are not limited to, the following: uncertainties
relating to the timing of the acquisition and receipt of required
regulatory approvals; the risk that the businesses involved in the
acquisition will not be integrated successfully or that such
integration may be more difficult, time-consuming or costly than
expected; the risk that expected revenue synergies and cost savings
from the transaction may not be fully realized or realized within
the expected time frame; the risk that revenues following the
acquisition may be lower than expected; uncertainties relating to
operating costs, potential customer loss and business disruption
following the transaction, including, without limitation, the risk
that difficulties in maintaining relationships with employees, may
be greater than expected; uncertainties relating to economic
conditions including inflation; uncertainties relating to customer
plans and commitments; the pricing and availability of equipment,
materials and inventories; technological developments; performance
issues with suppliers and subcontractors; economic growth; delays
in testing of new products; the effectiveness of cost-reduction
plans; rapid technology changes; the highly competitive environment
in which the Company operates; as well as expected impact of the
coronavirus disease (COVID-19) pandemic on the Company’s
businesses. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
the statement was made. The Company does not assume any obligation
to update or revise any forward-looking statement made in this
release or that may from time to time be made by or on behalf of
the Company. Additional information regarding the factors that may
cause actual results to differ materially from these
forward-looking statements is available in the Company’s filings
with the Securities and Exchange Commission, including the risks
and uncertainties identified in Part I, Item 1A – Risk Factors of
the Company’s Annual Report on Form 10-K for the year ended August
31, 2021.
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version on businesswire.com: https://www.businesswire.com/news/home/20220906005694/en/
Investor & Media Contact: Michael Cummings or Jackie Marcus
Alpha IR Group Phone: (617) 982-0475 E-mail: CCF@alpha-ir.com
or
Shareholder & Investor Relations Department Phone: (781)
332-0700 E-mail: investorrelations@chasecorp.com Website:
www.chasecorp.com
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