Polypore International, Inc. (NYSE:PPO) announces today that it has
signed definitive agreements for the sale of the Company. In the
merger agreement, Asahi Kasei Corporation ("Asahi Kasei,")
(TSE1:3407), through a U.S. subsidiary, will purchase the Company
for $60.50 per share in cash. As an integrated step in this
transaction, immediately prior to Asahi Kasei's acquisition of
Polypore, 3M Company ("3M,") (NYSE:MMM) will acquire the assets of
Polypore's Separations Media segment for approximately $1.0 billion
and Asahi Kasei will receive the cash proceeds from the asset sale.
The definitive agreements require that the sale of the Company and
the integrated sale of the Separations Media segment close after
closing conditions for both transactions have been satisfied and
that the closings of the transactions are conditioned upon one
another.
The per share consideration represents an enterprise value for
the Company of approximately $3.2 billion and a premium of
approximately 24% over the volume weighted average share price for
the twenty trading days up to and including February 20, 2015. The
transactions have been approved by the Boards of Directors of Asahi
Kasei, 3M, and Polypore, and are subject to certain customary
regulatory and Polypore shareholder approvals.
"The combination of our Energy Storage business with Asahi Kasei
and our Separations Media business with 3M are excellent strategic
fits, which we believe create value for our people, customers and
shareholders. When you combine our technology, process
capabilities, and material science expertise with their technology,
global reach and broader resources, there's a great opportunity to
accelerate growth going forward," said Robert B. Toth, Polypore's
President and Chief Executive Officer. "Clearly, our people have
done a tremendous job in building strong businesses that are
positioned to address exciting global market trends and needs over
the long term, and have the potential to achieve a new level of
success by playing a major role in the future growth of two leading
global technology companies."
Commenting on the transaction, Toshio Asano, President &
Representative Director of Asahi Kasei Corporation, said "We are
very excited to be joining forces with Polypore, an esteemed player
in energy storage. The Environment & Energy is an area of
strategic focus for us as we expand and grow, creating new value
for the future. We look forward to combining our respective
strengths in battery separator technology, achieving new
innovations that contribute to solutions to the world's
environmental and energy challenges."
"The combination of 3M and Polypore's Separations Media business
will help us to meet customers' emerging needs for high-value
filtration solutions," said Michael F. Roman, executive vice
president, 3M Industrial Business Group. "Together, we will be able
to offer a broader array of products to both Polypore's and 3M's
customers, which will accelerate the global growth of our membrane
business."
BofA Merrill Lynch acted as financial advisor to Polypore and
Jones Day acted as legal advisor to Polypore. Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd. acted as financial advisor and Cleary
Gottlieb Steen & Hamilton LLP acted as legal advisor to Asahi
Kasei. Centerview Partners LLC acted as financial advisor and Hogan
Lovells US LLP acted as legal advisor to 3M.
About Polypore International, Inc.
Polypore International, Inc. is a global high technology
filtration company specializing in microporous membranes.
Polypore's flat sheet and hollow fiber membranes are used in
specialized applications that require the removal or separation of
various materials from liquids, primarily in the ultrafiltration
and microfiltration markets. Based in Charlotte, N.C., Polypore
International, Inc. is highly regarded in the market with
manufacturing facilities or sales offices in nine countries serving
six continents. See www.polypore.net.
About Asahi Kasei
Asahi Kasei is Japan's leading diversified chemical manufacturer
with businesses in the chemicals & fibers, homes &
construction materials, electronics, and health care sectors. The
company's growth strategy involves continuous transformation of its
business portfolio through constant innovation in anticipation of
emerging market needs, and through this process Asahi Kasei has
developed into a diversified solution provider. With more than
29,000 employees around the world, the Asahi Kasei Group serves
customers in more than 100 countries.
Within the electronics sector, the company has two areas of
operation, electronic devices and electronic materials. In
electronic materials, the company offers a broad range of
high-performance energy/electronics materials such as the Hipore™
lithium battery separator, photosensitive dry film used in the
production of printed wiring boards, photomask pellicles used in
the production of LCD panels and semiconductors, and many other
products created through exceptional chemical technology and
R&D capabilities.
For more information, visit www.AsahiKasei.co.jp/asahi/en/.
About 3M
3M is a science-based company with a culture of creative
collaboration that inspires powerful technologies, making life
better. With $32 billion in sales, 3M employs 90,000 people
worldwide and has operations in more than 70 countries. For more
information, visit www.3M.com/ or follow @3MNewsroom on
Twitter.
Additional Information
In connection with the proposed transactions, the Company will
file a preliminary proxy statement with the SEC. WHEN AVAILABLE,
INVESTORS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND THE
DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE COMPANY. When
available, you will be able to obtain the preliminary proxy
statement, the definitive proxy statement and other filings
containing information about the Company, free of charge, at the
website maintained by the SEC at www.sec.gov. Copies of the
preliminary proxy statement, the definitive proxy statement and
other filings made by the Company with the SEC will also be able to
be obtained, free of charge, by directing a request to Polypore
International, Inc., 11430 North Community House Road, Suite 350,
Charlotte, North Carolina, 28277 attention: Investor Relations.
Forward-Looking Statements
This release includes "forward-looking statements". All
statements other than statements of historical facts included in
this release that address activities, events or developments that
we expect, believe or anticipate will or may occur in the future
are forward-looking statements. We have identified some of these
forward-looking statements with words like "believe," "may,"
"will," "should," "expect," "intend," "plan," "predict,"
"anticipate," "estimate" or "continue" and other words and terms of
similar meaning. These forward-looking statements are based on
current expectations about future events affecting us and are
subject to uncertainties and factors relating to our operations and
business environment, all of which are difficult to predict and
many of which are beyond our control. Many factors mentioned in our
discussion in this release, including the risks outlined under the
caption entitled "Risk Factors" in our Annual Report on Form 10-K
for the fiscal year ended December 28, 2013 and subsequent reports
filed with the Securities and Exchange Commission, will be
important in determining future results. Although we believe that
the expectations reflected in our forward-looking statements are
reasonable, we do not know whether our expectations will prove
correct. They can be affected by inaccurate assumptions we might
make or by known or unknown risks and uncertainties, including, but
not limited to, the ability of the parties to satisfy the
conditions precedent and consummate the proposed transactions, the
timing or consummation of the proposed transactions, or the ability
of the parties to secure regulatory approvals in a timely manner or
on the terms desired or anticipated. Other important economic,
political, regulatory, legal, technological, competitive and other
uncertainties are identified in the SEC filings submitted by
Polypore from time to time, including in its Quarterly Reports on
Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form
8-K. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release. We do not undertake any obligation to update these
forward-looking statements in this release or the risk factors set
forth above to reflect new information, future events or otherwise,
except as may be required under federal securities laws.
Participants in the Solicitation
The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies from the Company's
shareholders with respect to the shareholders' vote on the proposed
transactions. Information about the Company's directors and
executive officers and their ownership of the company's common
stock is set forth in the proxy statement for the Company's Annual
Meeting of shareholders, which was filed with the SEC on April 7,
2014. Shareholders may obtain additional information regarding
the interests of the Company and its directors and executive
officers in the proposed transactions, which may be different than
those of the Company's shareholders generally, by reading the
preliminary proxy statement, the definitive proxy statement and
other relevant documents regarding the proposed transaction, in
each case, when filed with the SEC.
CONTACT: FOR MEDIA AND INVESTOR RELATIONS
Polypore International, Inc.
Investor Relations
(704) 587-8886
investorrelations@polypore.net