WILMINGTON, Del., Feb. 18, 2022 /PRNewswire/ -- DuPont (NYSE: DD)
today announced it has entered into a definitive agreement with
Celanese Corporation (NYSE: CE) to divest a majority of the
Mobility & Materials segment including the Engineering Polymers
business line and select product lines within the Performance
Resins and Advanced Solutions business lines for $11.0 billion in cash, subject to customary
transaction adjustments in accordance with the definitive
agreement, which represents an enterprise value multiple of ~14x
2021 operating EBITDA.(1) Combined, these
businesses generated net sales of approximately $3.5 billion and operating
EBITDA(1) of approximately $0.8 billion in 2021. The cash tax rate on the
sale to Celanese is expected to be in the mid to high-single
digits.
Celanese has received fully committed financing in connection
with the transaction. The transaction is expected to close around
the end of 2022, subject to customary closing conditions and
regulatory approvals.
"The transaction with Celanese that we are announcing today will
create a market-leading portfolio serving the automotive, consumer
and industrial markets with unmatched scale, manufacturing
capability and technical expertise," said Ed Breen, Executive
Chairman and Chief Executive Officer of DuPont. "We are proud of
the strength of these industry-leading businesses, which we believe
will be even stronger when combined with the highly complementary
portfolio of Celanese. We are excited for Celanese to partner with
the team and we are confident that together they will continue to
drive industry-defining material science innovation to serve
customers and the value chain."
"We are excited to welcome our future colleagues from DuPont who
have built a world-class product and technology portfolio which is
highly regarded in the industry," said Lori
Ryerkerk, Celanese Chairman and Chief Executive Officer.
"Our businesses are highly complementary which will accelerate our
growth in high-value applications including future mobility,
connectivity and medical."
"Today's announcement represents a significant milestone in
DuPont's transformation as a premier multi-industrial company
building upon our recent acquisition of Laird Performance Materials
and our intended acquisition of Rogers Corporation to further
define DuPont as a market leader in the areas of electronics,
water, industrial technologies, protection and next generation
automotive," Breen continued. "This agreement also generates
significant value for DuPont shareholders. After consideration of
multiple deal structures, including a range of potential buyers, we
are confident that our announced transaction with Celanese
maximizes value for our shareholders and positions the business and
our employees for long-term success."
DuPont is separately advancing the process to divest the
Delrin® business which was included in the scope of the
strategic review process the Company announced on November 2, 2021. The Delrin® business
generated net sales of approximately $0.55
billion and operating EBITDA(1) of approximately
$0.18 billion in 2021. The Company is
targeting a closing date for the sale of Delrin® in the
first quarter 2023.(2)
"Delrin® acetal homopolymer (H-POM) is an
industry leading technology utilized by customers around the world
to meet their most demanding needs," Breen said. "There is
substantial interest in this high-quality asset and I am confident
that the anticipated sale of Delrin® will generate
additional value for DuPont shareholders."
The Auto Adhesives, Multibase and
Tedlar® product lines within the Mobility &
Materials segment (the "retained M&M businesses") are not
included in the scope of the intended divestitures. Beginning in
the first quarter 2022, DuPont will report the retained M&M
businesses in Corporate for current and historical periods. In
aggregate, the retained M&M businesses generated net sales of
approximately $0.95 billion and
operating EBITDA(1) of approximately $0.12 billion in 2021. A summary of the business
lines that the Company intends to divest and those that will be
reported in Corporate is posted to DuPont Investor Relations
webpage.
Beginning in the first quarter 2022, DuPont will classify and
report results of the businesses to be sold to Celanese, as well as
the Delrin® business (the "divested M&M
businesses"), as discontinued operations for the current and
historical periods in DuPont's consolidated financial statements.
Prior to reporting its first quarter 2022 results, DuPont will
update its first quarter and full year 2022 outlook to reflect the
impact of classifying the divested M&M businesses as
discontinued operations.
DuPont intends on using the net proceeds from the divested
M&M businesses to fund the previously announced acquisition of
Rogers Corporation and further M&A opportunities in addition to
continuing share repurchases as part of a balanced financial
policy.
Goldman Sachs & Co. LLC is serving as DuPont's financial
advisor and Skadden, Arps, Slate, Meagher & Flom LLP is serving
as legal counsel.
About DuPont
DuPont (NYSE: DD) is a global innovation
leader with technology-based materials and solutions that help
transform industries and everyday life. Our employees apply diverse
science and expertise to help customers advance their best ideas
and deliver essential innovations in key markets including
electronics, transportation, construction, water, healthcare and
worker safety. More information about the company, its businesses
and solutions can be found at www.dupont.com. Investors can
access information included on the Investor Relations section of
the website at investors.dupont.com.
Overview
On November 2, 2021, DuPont
announced it has entered definitive agreements to acquire Rogers
Corporation ("Rogers"), (the "Intended Rogers Acquisition"). On
January 25, 2022, Rogers shareholders
approved the transaction. Closing, is expected by the end of the
second quarter 2022, subject to regulatory approvals and customary
closing conditions.
On February 18, 2022, DuPont
announced that it has entered into definitive agreements to divest
a majority of its Mobility & Materials segment, excluding
certain Advanced Solutions and Performance Resins businesses, to
Celanese Corporation ("Celanese"), (the "M&M Divestiture").
Closing is expected around the end of 2022, subject to regulatory
approvals and customary closing conditions.
The Company also announced on February
18, 2022 that its Board of Directors has approved the
divestiture of the Delrin® acetal homopolymer (H-POM) business. In
addition to the entry into definitive agreements, the Company
anticipates that the closing of the sale of Delrin® would be
subject to regulatory approvals and other customary closing
conditions, (the "Delrin® Business Divestiture" and together with
the M&M Divestiture, the "M&M Divestitures").
Cautionary Statement Regarding Forward Looking
Statements
This communication contains "forward-looking statements" within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as "expect," "anticipate," "intend," "plan,"
"believe," "seek," "see," "will," "would," "target," and similar
expressions and variations or negatives of these words.
Forward-looking statements address matters that are, to varying
degrees, uncertain and subject to risks, uncertainties, and
assumptions, many of which that are beyond DuPont's control, that
could cause actual results to differ materially from those
expressed in any forward-looking statements. Forward-looking
statements are not guarantees of future results. Some of the
important factors that could cause DuPont's actual results to
differ materially from those projected in any such forward-looking
statements include, but are not limited to: (i) the parties'
ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the M&M Divestiture to
Celanese, including (x) any failure to obtain necessary regulatory
approvals, anticipated tax treatment or to satisfy any of the other
conditions to the proposed transaction, (y) the possibility that
unforeseen liabilities, future capital expenditures, revenues,
expenses, earnings, synergies, economic performance, indebtedness,
financial condition, losses, future prospects, business and
management strategies could impact the value, timing or pursuit of
the proposed transaction, and (z) risks and costs and pursuit
and/or implementation, timing and impacts to business operations
of the separation of business lines in scope for the M&M
Divestiture to Celanese, (ii) the timing and outcome of the Delrin®
Business Divestiture, including entry into definitive agreements,
and the risks, costs and ability to realize benefits from the
pursuit of the Delrin® Business Divestiture; (iii) ability to
achieve anticipated tax treatments in connection with mergers,
acquisitions, divestitures and other portfolio changes actions and
impact of changes in relevant tax and other laws; (iv)
indemnification of certain legacy liabilities; (v) risks and costs
related to each of the parties respective performance under and the
impact of the arrangement to share future eligible PFAS costs by
and between DuPont, Corteva and Chemours; (vi) failure to timely
close on anticipated terms (or at all), realize expected benefits
and effectively manage and achieve anticipated synergies and
operational efficiencies in connection with mergers, acquisitions,
divestitures and other portfolio changes including the Intended
Rogers Acquisition and the M&M Divestitures; (vii) risks and
uncertainties, including increased costs and the ability to obtain
raw materials and meet customer needs, related to operational and
supply chain impacts or disruptions, which may result from, among
other events, the COVID-19 pandemic and actions in response to it,
and geo-political and weather related events; (viii) ability to
offset increases in cost of inputs, including raw materials, energy
and logistics; and (ix) other risks to DuPont's business,
operations; each as further discussed in DuPont's most recent
annual report and subsequent current and periodic reports filed
with the U.S. Securities and Exchange Commission. Unlisted factors
may present significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking
statements could include, among other things, business or supply
chain disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material adverse effect on DuPont's consolidated financial
condition, results of operations, credit rating or liquidity. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. DuPont assumes no
obligation to publicly provide revisions or updates to any forward
looking statements whether as a result of new information, future
developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
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For further
information contact:
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DuPont
Investors:
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Media:
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Patrick Fitzgerald
patrick.fitzgerald@dupont.com
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Dan Turner
daniel.a.turner@dupont.com
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+1
302-999-6560
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+1
302-299-7628
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DuPontTM and all products, unless otherwise noted,
denoted with TM, SM or ® are
trademarks, service marks or registered trademarks of affiliates of
DuPont de Nemours, Inc.
(1) Operating EBITDA as presented is on a DuPont
as-reported segment basis which will differ from operating EBITDA
to be reclassified as discontinued operations due to the allocation
of corporate costs.
(2) The DuPont Board of Directors has approved a
divestiture of the Delrin® acetal homopolymer (H-POM) business. The
divestiture of Delrin® is subject to the entry into definitive
agreements and the Company anticipates closing would be subject to
regulatory approvals and other customary closing
conditions.
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SOURCE DuPont