Company News
October 11, 2021
Carpenter to Acquire Recticel’s Engineered Foams Unit
Recticel announces strategy update and the intended sale of its Engineered Foams business
Occasional information, Brussels, 11/10/2021 — 13:15 CET, 11.10.2021
Strategy update
- Group to focus exclusively on its Insulation business segment, presenting excellent growth and profitability prospects going forward
- Consequent sale of Recticel’s Engineered Foams business segment, demonstrating far superior value creation versus the unsolicited offer by Greiner
Transaction highlights
- Binding offer received from US-based Carpenter Co., one of the world’s largest producer of foam and specialty products
- Cash consideration based on an enterprise value of EUR 656 million on a cash and debt free basis (representing about €11.65 per Recticel share on a fully diluted basis)
- Strong strategic fit with global footprint, complementary product offering and vertical integration
- Transaction subject to shareholder approval and to customary conditions including regulatory approval and confirmatory due diligence
Strategy update
Following the unsolicited offer by Greiner in May 2021, Recticel’s Board of Directors concluded that the offer was not in the interest of shareholders and other stakeholders, and significantly undervalued the company.
Subsequently, Recticel’s Board of Directors initiated a complete review of its strategic alternatives taking into account the interest of all stakeholders. After due consideration of these alternatives, the Board of Directors came to the conclusion that a better strategic project and superior value can be created by pursuing a strategy to separate its businesses and to dispose Engineered Foams.
Transaction overview
In consequence, Recticel N.V. today announces it has received a binding offer from Carpenter Co. for its Engineered Foams business for a cash consideration based on an Enterprise Value of EUR 656 million on a cash and debt free basis. The Board of Directors will review options for the use of proceeds from the sale of the Engineered Foams business, including the potential distribution to shareholders, taking into account the interests of all stakeholders.
Carpenter Co., headquartered in the US (Richmond, Virginia), is one of the world’s largest producers of foam products with more than 4,000 employees and over 50 locations in North America and Europe. Founded in 1948 and privately owned since, Carpenter is active in the US, Canada, the UK, Belgium, France, Germany, Sweden and Denmark. Carpenter achieves approximately USD 2 billion (or approx. EUR 1.7 billion) in annual sales.
Combining Recticel’s Engineered Foams business with Carpenter’s Foams business will create the world’s largest vertically integrated manufacturer of polyurethane foams and specialty polymer products. Recticel’s Engineered Foams business will considerably strengthen Carpenter’s European division, while complementing its North America division and providing a foothold in Asia.
Olivier Chapelle (CEO of Recticel): “Combining our Engineered Foams business with Carpenter creates enhanced growth opportunities for our Engineered Foams business, which will in addition benefit from the vertical integration of Carpenter. We believe that Carpenter Co. will be a great new owner for our Engineered Foams employees and business, with strong strategic fit through highly complementary footprint and product offerings, together with a clear focus on both people and customers.
In addition, together with the intended sale of our Bedding division, we believe that we will be able to unlock the full value potential of Recticel and create superior value for our shareholders versus the unsolicited bid of Greiner.”
Brad Beauchamp (CEO of Carpenter Co.): “We are very excited about today’s announcement. The intended acquisition of Recticel’s Engineered Foams Business will strengthen our position in the technical foam markets in North America and in Europe through a more diverse and complementary product offering, while establishing a presence in Asia Pacific. It will also accelerate the expansion of our offerings into new markets. We are confident in our ability to execute and complete the transaction and obtain all necessary approvals within the shortest possible timeframe and look forward to join forces with Recticel’s Foams business to deliver enhanced value for our customers and shareholders.”
Next steps
The intended sale of the Engineered Foams business is subject to shareholder approval and to certain customary conditions, including regulatory approvals and confirmatory due diligence. The regulatory approvals relate amongst other to anti-trust clearances. The confirmatory due diligence will be completed before the Extraordinary General Meeting. This Extraordinary General Meeting of shareholders, which is mandatory in accordance with art. 7:152 of the Belgian Companies Code in the context of the current take-over bid, will be planned for early December 2021. The closing of the transaction is expected to take place the second quarter of 2022.
Recticel expects to make further announcements in due course.
October 9, 2021
BASF Increasing TPU Prices
BASF to increase prices for thermoplastic polyurethane systems in North America
WYANDOTTE, MI, October 5, 2021 – BASF will increase prices for all thermoplastic polyurethane (TPU) products in North America by $0.55/lb for orders shipping on or after October 15, 2021, or as contracts allow.
October 9, 2021
BASF Increasing TPU Prices
BASF to increase prices for thermoplastic polyurethane systems in North America
WYANDOTTE, MI, October 5, 2021 – BASF will increase prices for all thermoplastic polyurethane (TPU) products in North America by $0.55/lb for orders shipping on or after October 15, 2021, or as contracts allow.
October 8, 2021
MGC to Expand Production of MXDA
Mitsubishi Gas Chemical Announces Expansion of MXDA Production
September 29, 2021
Mitsubishi Gas Chemical Company, Inc. (MGC; Head Office: Chiyoda-ku, Tokyo; President: Masashi Fujii) is pleased to announce expansion of Meta-xylenediamine (MXDA) production in Europe.
MGC is expanding its production capacity of MXDA to meet the market growth in the epoxy, polyamide and isocyanate sector. MGC will be constructing a 25,000 MTA plant in Rotterdam through its newly established subsidiary, MGC Specialty Chemicals Netherlands B.V. The new plant is scheduled to start its operation in mid-2024.
MGC has just started off its 3-year management plan ‘Grow UP 2023’ this April and aims to shift to a profit structure more resilient to environmental changes. MXDA is internally defined as a “differentiating” business, to which the company will proactively allocate its resources to further strengthen its competitive advantage.
MXDA is mainly used in epoxy coatings for infrastructure applications due to its excellent anticorrosion properties, and a long-term growth in the market is expected. The new plant will be located in Rotterdam to mainly meet the demand in Europe, which is the largest market for MXDA in this sector. With the establishment of the new manufacturing subsidiary, the MGC Group will be able to strengthen its business continuity plan (BCP) and ensure the stable supply of MXDA worldwide.
The two existing plants in Japan will be in full operation until the start-up of the new plant, and will continue to serve the fast growing markets in Asia.
(1)Company Name MGC Specialty Chemicals Netherlands B.V.
(2)Location Rotterdam, Kingdom of the Netherlands
(3)Managing Director Mr. Masatoshi Sato
(4)Establishment *January 2021
(5)Business Content Manufacture and Sales of MXDA
(6)Start of Manufacturing July 2024 (scheduled)
(7)Capacity 25,000 MTA
(8)Ownership Ratio MGC 100%
(9)Capital 1.67 million Euro
Capital increase to 85.27 million Euro scheduled for November 2021
*) Established for the purpose of initial investigation. After the capital increase scheduled for November 2021, it will become a manufacturing subsidiary.
October 8, 2021
MGC to Expand Production of MXDA
Mitsubishi Gas Chemical Announces Expansion of MXDA Production
September 29, 2021
Mitsubishi Gas Chemical Company, Inc. (MGC; Head Office: Chiyoda-ku, Tokyo; President: Masashi Fujii) is pleased to announce expansion of Meta-xylenediamine (MXDA) production in Europe.
MGC is expanding its production capacity of MXDA to meet the market growth in the epoxy, polyamide and isocyanate sector. MGC will be constructing a 25,000 MTA plant in Rotterdam through its newly established subsidiary, MGC Specialty Chemicals Netherlands B.V. The new plant is scheduled to start its operation in mid-2024.
MGC has just started off its 3-year management plan ‘Grow UP 2023’ this April and aims to shift to a profit structure more resilient to environmental changes. MXDA is internally defined as a “differentiating” business, to which the company will proactively allocate its resources to further strengthen its competitive advantage.
MXDA is mainly used in epoxy coatings for infrastructure applications due to its excellent anticorrosion properties, and a long-term growth in the market is expected. The new plant will be located in Rotterdam to mainly meet the demand in Europe, which is the largest market for MXDA in this sector. With the establishment of the new manufacturing subsidiary, the MGC Group will be able to strengthen its business continuity plan (BCP) and ensure the stable supply of MXDA worldwide.
The two existing plants in Japan will be in full operation until the start-up of the new plant, and will continue to serve the fast growing markets in Asia.
(1)Company Name MGC Specialty Chemicals Netherlands B.V.
(2)Location Rotterdam, Kingdom of the Netherlands
(3)Managing Director Mr. Masatoshi Sato
(4)Establishment *January 2021
(5)Business Content Manufacture and Sales of MXDA
(6)Start of Manufacturing July 2024 (scheduled)
(7)Capacity 25,000 MTA
(8)Ownership Ratio MGC 100%
(9)Capital 1.67 million Euro
Capital increase to 85.27 million Euro scheduled for November 2021
*) Established for the purpose of initial investigation. After the capital increase scheduled for November 2021, it will become a manufacturing subsidiary.
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