Mergers & Acquisitions
June 20, 2023
Big Day for Deals or Offers
Abu Dhabi’s ADNOC in almost $11 billion approach for Covestro -sources
Story by By Emma-Victoria Farr, Ludwig Burger and Patricia Weiss • 2h ago
FILE PHOTO: A general view of ADNOC headquarters in Abu Dhabi© Thomson Reuters
(Reuters) -Abu Dhabi National Oil Company (ADNOC) has approached German plastics and chemicals maker Covestro AG with a takeover proposal worth more than 10 billion euros ($10.9 billion), two people familiar with the matter said on Tuesday.
The energy giant has made an informal offer for a per share price in the mid-50 euros, which compares with a Monday closing price of 40.31 euros, said the sources, asking not to be named because the matter is confidential.
ADNOC and Covestro declined to comment.
Covestro, a maker of transparent polycarbonate plastics, as well as chemicals for insulation and upholstery foams, in April issued earnings guidance that reassured markets about its growth prospects. It also resumed a share buyback programme.
Earlier on Tuesday it confirmed its outlook for 2023.
Shares in Covestro were up 14% at 46 euros at 1400 GMT, trading at their highest in more than a year.
A combination would give energy giant ADNOC, also a maker of refined products and petrochemicals, access to more advanced materials that go into electric vehicles, thermal insulation for buildings as well as coatings, adhesives and engineering plastics.
It would also support Abu Dhabi’s plans to diversify the economy away from energy.
As part of that transformation strategy, which also invited foreign investment, ADNOC began floating units in late 2017.
Over the past two years, it has separately listed businesses offering investors exposure to its petrochemicals, fertilisers, drilling services, gas as well as logistics businesses.
ADNOC Chief Executive Sultan al-Jaber is leading the company’s push into new energy, low carbon fuels, such as ammonia and hydrogen, as well as liquefied natural gas and chemicals.
ADNOC has expanded in Europe previously, agreeing to buy 24.9% of Austrian oil and gas group OMV last December.
The OMV deal would indirectly also increase ADNOC’s holding in both European petrochemicals maker Borealis and Abu Dhabi-listed petrochemicals company Borouge.
A move for Covestro would mirror the expansion of other Middle Eastern energy and petrochemical players into European materials and plastics businesses.
Saudi Aramco in 2018 acquired the shares it did not already own in synthetic-rubber maker Arlanxeo from German co-owner Lanxess for 1.4 billion euros.
SABIC, also of Saudi Arabia, in the same year purchased a stake of almost 25% in Swiss chemicals maker Clariant.
Thanks to a 2007 deal to buy GE’s plastics unit, SABIC competes with Covestro in polycarbonate plastics.
June 14, 2023
Carpenter Comments on Acquisition of Recticel’s Engineered Foams Division
Carpenter Co., one of the world’s largest producers of comfort products, is pleased to announce that it has completed the acquisition of Recticel N.V.’s Engineered Foams Division, which includes the former Foam Partner and Otto Bock operations. The acquisition creates the world’s largest vertically integrated manufacturer of polyurethane foams and specialty polymer products.
Recticel, a Belgian company with origins tracing back to 1778, comprises people, offices and production facilities in Europe, Asia, Africa and North America. The transaction allows Carpenter to expand its geographic footprint, explore new product lines and add new capabilities to the industry leader.
Brad Beauchamp, CEO of Carpenter Co., expressed, “We are very excited to welcome the employees of Recticel, Foam Partner and Otto Bock into Carpenter. We believe that combining these great businesses with ours will result in the best flexible foam company throughout all market segments and geographic locations. We believe that this acquisition will bring additional innovations in polyurethane foam beyond our industry leading materials like Serene® foam, Hybrid TheraGel™ memory foam and others. Recticel is also known for their leadership in sustainability and recycling of foam materials and we expect that to pair very well with our own developments on those issues that are facing the industry.”
Both Carpenter and Recticel have demonstrated a commitment to innovation, sustainability and continuous improvement. United together, the combined organization will work towards a shared purpose: to enhance the quality of life for everyone through its products and services.
June 14, 2023
Recticel Completes Sale of Engineered Foams to Carpenter
Recticel becomes a pure insulation player after completing the divestment of its Engineered Foams activities on 12 and 13 June 2023
Regulated information, Brussels, 14/06/2023 — 06:59 CET, 14.06.2023
- Changes in transaction perimeter: Recticel keeps The Soundcoat Company Inc. (USA – acoustic and thermal insulation) and its 33% participation in Orsa Foam S.p.A. (Italy)
- Recticel Ltd. (UK Comfort Foams) sold to GIL Investments Ltd.
- Revised Enterprise Value of EUR 454.1 million
- Cash proceeds of EUR 427.0 million
- Reduction of IFRS16 lease debt by EUR 23.9 million, and reduction of other provisions and liabilities by EUR 30.6 million
- The transaction represents a 7.5 x multiple on the average 2021 and 2022 Adjusted EBITDA pertaining to the divested perimeter
Recticel signed a binding agreement (see press release dd. 07 December 2021) to sell its Engineered Foams activities to US-based Carpenter Co., subject to customary closing conditions, including anti-trust clearance. Carpenter and Recticel received such clearance from the UK Competition & Markets Authority (CMA) on 12 April 2023, and have subsequently signed the divestment of the two UK Comfort foam facilities (remedies meeting CMA requirements) to GIL Investments Ltd. on 17 April 2023 (see press release dd. 28 April 2023). All conditions precedent being met, Carpenter Co. and Recticel could progress to closing the main transaction.
June 13, 2023
Possible SKpucore Divestiture by SKC
Korea’s SKC in talks to sell polyol subsidiary SK pucore to private equity firm
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| [Courtesy of SKC] |
SKC Corp., a South Korean polyethylene terephthalate (PET) film manufacturer, will sell its polyol subsidiary SK pucore Co. to a private equity firm in a move to liquidate assets to focus on chips and secondary battery materials business.
According to multiple sources from the investment bank industry on Monday, SKC is currently in talks to sell SK pycore to Glenwood Private Equity for about 500 billion won ($390 million).
The two companies recently signed a memorandum of understanding and are expected to sign a contract soon after conducting due diligence.
Samil PricewaterhouseCoopers is known to lead the sales as financial adviser of the buyer.
The deal is expected to be valued at about 10 times the last year‘s earnings before interest, taxes, depreciation, and amortization (EBITDA), which stood at 48.8 billion won.
SK pucore, formerly MCNS, which was jointly established by SKC and Japan’s Mitsui Chemicals Inc. in 2015, produces polyols, a raw material for polyurethane.
The partnership with Mitsui Chemicals ended in 2021 and the company changed its name. SK pucore has a dominant position in the domestic polyol market. Last year, it accounted for 40 percent of the entire market.
The sale comes as SKC is hoping to stack cash for investments and improve financial health.
SKC announced to invest 1.8 trillion won to strengthen its semiconductor and secondary battery materials business capacity. SKC is also in the process of acquiring semiconductor testing company ISC Co. for about 400 billion won.
SKC’s net debt to EBITDA was more than 6 times in the first quarter of this year, up from 3.5 times in 2021. The company’s net debt stood at 3.6 trillion won as of the first quarter.
Glenwood PE is a mid-sized private equity fund manager in Korea. It recently acquired the diagnostics division of LG Chem Ltd. and is the second-largest shareholder of Hanwha Advanced Materials Corp. and CJ Olive Young Corp.
Glenwood PE, in particular, manages PI Advanced Materials Co., which it previously acquired from SKC. The latest deal is expected to create synergy.
Polyurethanes manufactured through SK pucore’s flagship product, polyols, are utilized in a wide range of downstream industries, including automotive, fashion, electronics, and medical devices.
The company has more than 450 customers, more than 130 distribution partners, and production facilities in five countries. Last year, SK pucore raised 32.4 billion won in operating profit on sales of 720.6 billion won.
The company has secured future growth engines recently by developing eco-friendly polyol products. Customers return waste polyols to SK pucore, and the company makes recycled polyols from them and supplies them back to customers. The company is also accelerating the production of bio-polyols based on vegetable oils.
The investment bank industry is observing whether SKC will continue to secure more assets to build a portfolio that centers on new businesses.
“This year, we plan to strengthen the competitiveness of our core businesses by expanding global expansion and sales of copper foil and increasing the proportion of high-value-added products in our semiconductor and chemical businesses,” said SKC Chief Executive Officer Park Won-cheol in March.
“We will expand new growth businesses through active additional mergers and acquisitions.”
The company also sold its film division to private equity firm Hahn & Company for 1.6 trillion won last year.
Some critics, however, raise concerns about the sales being carried out by SKC as the M&A market is still unstable.
“We are concerned that the company is selling assets in a rush when the buyer has more power,” said an industry insider. “The company is desperate to secure liquidity but it should also be considered that it may send an excessive signal to the market that SKC’s financial situation is unstable.”
June 7, 2023
Univar Shareholders Approve Sale
Univar Solutions Stockholders Approve Acquisition by Apollo Funds
News provided by Univar Solutions Inc.
06 Jun, 2023, 16:15 ET
DOWNERS GROVE, Ill., June 6, 2023 /PRNewswire/ — Univar Solutions Inc. (NYSE: UNVR) (“Univar Solutions” or the “Company”), a leading global solutions provider to users of specialty ingredients and chemicals, announced today that its stockholders have voted at a special meeting of Univar Solutions stockholders (the “Special Meeting”) to approve the Company’s pending acquisition by funds managed by affiliates of Apollo (NYSE: APO). Under the terms of the merger agreement, Univar Solutions stockholders will receive $36.15 per share in cash for every share of Univar Solutions common stock they own immediately prior to the effective time of the merger.
At the Special Meeting, approximately 93.6% of the shares voted were voted in favor of the merger, which represented approximately 81.3% of the total outstanding shares of Univar Solutions common stock as of May 1, 2023, the record date for the Special Meeting.
Univar Solutions Stockholders Approve Acquisition by Apollo Funds
“We are pleased that our stockholders overwhelmingly supported our transaction with Apollo,” said Chris Pappas, chairman of the Univar Solutions Board of Directors. “We now shift our focus to the important next steps toward completing the transaction and maximizing value for Univar Solutions stockholders.”
Assuming timely satisfaction of necessary closing conditions, the transaction is expected to close in the second half of 2023.
The final voting results on the proposals voted on at the special meeting will be set forth in a Form 8-K filed by Univar Solutions with the U.S. Securities and Exchange Commission.
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