MIDDLEBURY, CT, & INDIANAPOLIS, March 9, 2005 (BUSINESS WIRE) -- Crompton Corp. and Great Lakes Chemical Corp. have entered into a definitive merger agreement for an all-stock merger transaction that will create the third-largest publicly traded U.S. specialty chemicals company.
The new company will have combined pro forma 2004 revenues of more than $4.1 billion and a market capitalization of nearly $3.2 billion. It will hold leading positions in high-value specialty chemical niche businesses including plastics additives, petroleum additives, flame retardants and pool chemicals. Additionally, the combined company will maintain strong positions in castable urethanes and crop protection chemicals.
Under terms of the agreement, which has been unanimously supported by the boards of directors of both companies, Great Lakes shareholders will receive 2.2232 shares of Crompton common stock for each share of Great Lakes common stock they hold. The transaction is expected to be tax-free to Great Lakes' shareholders. The exchange ratio represents a 10.1% premium over Great Lakes' closing share price on March 8, 2005, and equates to $29.92 per Great Lakes share. Based on the March 8th price, the transaction is valued at $1.8 billion, including approximately $250 million of Great Lakes net debt and minority interest.
The new company will be owned 51 percent by Crompton shareholders and 49 percent by Great Lakes shareholders on a fully diluted basis. Robert L. Wood, currently chairman, president and CEO of Crompton, will serve in those capacities for the combined company, which will be headquartered in Middlebury, Conn. In addition to Robert L. Wood, the board of directors will have five directors from each side, for a total of 11 directors. The new company expects to maintain Crompton's existing cash dividend level of $.05 per quarter.
"This combination represents an excellent strategic fit between two companies with complementary business portfolios and will create a company with a strong financial profile," said Robert L. Wood, chairman, president and CEO of Crompton. "It takes us a long way toward our goal of holding leading global positions in true value-added specialty chemicals businesses. In addition to significant operating synergies, we immediately gain greater geographic reach in plastics additives. Building on the increasing profitability of both companies, we see an opportunity with these solid platforms to accelerate our momentum in delivering higher earnings and stronger cash flow.
"Leveraging our recent experience at Crompton, we will execute a well planned, disciplined and comprehensive integration program and expect recurring annual cost savings of $90 million - $100 million, to be achieved in most part by 2006. The combined company will be well capitalized, and will have sufficient liquidity to execute on its business plan," said Wood.
"We believe this merger provides immediate value creation for our shareholders through the upfront premium and significant synergy opportunities to be realized over the next 18 months," said John J. Gallagher, III, acting CEO of Great Lakes. "Further, by combining with Crompton, we create a leading global specialty chemicals company with a portfolio of businesses capable of delivering long-term shareholder value. This transaction will result in a company that is stronger and better positioned. The combination creates options and flexibility that operating as two separate companies would not provide."
The transaction is expected to be accretive to the combined company's 2006 earnings per share and cash flow per share. In addition to significant cost synergies, the combined company expects to realize cash flow benefits related to utilization of Crompton's net operating losses. One-time pre-tax closing costs are expected to be approximately $35 million - $40 million. The combined company also expects to incur one-time pre-tax integration costs of approximately $90 million - $100 million.
In addition to Robert L. Wood as chairman and CEO, Karen Osar will serve as CFO, Robert Weiner will head Supply Chain Operations, and Gregory McDaniel, Crompton's senior vice president, Strategy and New Business Development, will lead the integration activities. Myles Odaniell will head the combined company's Specialty Chemicals segment, Marcus Meadows-Smith will head Crop Protection and Great Lakes' Kevin Dunn will head Consumer Products for the combined company. Other management positions will be filled through the integration process, utilizing personnel from both companies.
The transaction, which is expected to close by mid-year, is subject to regulatory approvals, approval by shareholders of both companies and other customary conditions. Morgan Stanley and Citigroup Global Markets Inc. acted as financial advisors to Crompton on this transaction and Merrill Lynch & Co. acted as financial advisor to Great Lakes.
In 2004, Crompton had total revenue of approximately $2.55 billion and a net loss of $34.6 million. Great Lakes had total revenue of $1.6 billion and net income of $62.9 million in the same period. At December 31, 2004, Crompton and Great Lakes had 4,800 and 3,700 employees, respectively.
Crompton Corp. (www.cromptoncorp.com), with annual sales of $2.55 billion, is a producer and marketer of specialty chemicals and polymer products and equipment.
Great Lakes Chemical Corp. (www.greatlakeschem.com) is a leading global producer of certain specialty chemicals for such applications as water treatment, household cleaners, flame retardants, polymer stabilizers, fire suppressants, and performance products.
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