Mergers & Acquisitions
October 30, 2024
Carpenter Acquires Casper Sleep
Casper Sleep Inc. To Operate As Subsidiary Of Carpenter Co.
Posted on October 29, 2024
RICHMOND, VA – Casper Sleep Inc., which has one of the best-known brands in the bedding category and is recognized as the leader in the bed-in-a-box e-commerce category, has become a subsidiary of Carpenter Co. Carpenter will assist Casper on a comprehensive growth and profitability strategy, as well as the appropriate future channels to market.
For more information, please contact Mike McQuiston, Senior Vice President of Consumer Products for Carpenter Co.
About Carpenter Co.
Founded in 1950, Carpenter Co. is the world’s largest vertically integrated manufacturer of polyurethane foams. Carpenter also serves a diversified global marketplace with polyurethane chemical solutions, polyester fibers, and insulation materials through a network of more than 70 production locations. Our 6,500+ employees across the globe seek to provide the most innovative products and solutions with a focus on enhancing the quality of people’s lives while being a good steward of our resources.
https://carpenter.com/en/casper-sleep-inc-to-operate-as-subsidiary-of-carpenter-co/
October 14, 2024
Honeywell Spin Off
HONEYWELL ANNOUNCES PLAN TO SPIN OFF ADVANCED MATERIALS BUSINESS TO SHAREOWNERS
Oct. 08, 2024 6:00 AM ETHoneywell International Inc. (HON)
- Independent company to be a leading provider of sustainability-focused specialty chemicals and materials with approximately $3.8 billion of revenue and an EBITDA margin greater than 25% expected in FY24
- Advanced Materials portfolio includes leading brands such as Solstice®, Spectra®, Hydranal® and Aclar®, among others
- Honeywell (HON) continues to simplify and optimize its portfolio around three compelling megatrends: automation, the future of aviation and energy transition
- Tax-free spin to shareowners targeted to be completed by the end of 2025 or early 2026
CHARLOTTE, N.C., Oct. 8, 2024 /PRNewswire/ — Honeywell (Nasdaq: HON) today announced a plan to spin off its Advanced Materials business into an independent, U.S. publicly traded company, which is targeted to be completed by the end of 2025 or early 2026. Honeywell expects to execute the planned spin in a tax-free manner to its shareowners.
As a leading global provider of sustainability-focused specialty chemicals and materials, this pure-play business will be well-positioned to benefit from an enhanced strategic focus and the financial flexibility to pursue innovation and growth opportunities through investment cycles. Further, the planned spin-off will enable Honeywell to progress its strategic priorities of accelerating organic growth, evolving its Accelerator operating system, and optimizing its portfolio.
“Given the sustained market demand for advanced specialty chemicals and materials around the globe, we are confident now is the right time for this business to grow independently, leveraging its leading technologies and deep customer relationships. As a sector leader, this new company will have a greater strategic focus on innovation, enabling it to develop new, more sustainable solutions and products with next-generation chemistry to create further value for shareowners,” said Vimal Kapur, Chairman and CEO of Honeywell.
Kapur added, “Today’s announcement is the latest step in the optimization of the Honeywell portfolio, a key priority I laid out in my first year leading the company. Through the powerful combination of strategic bolt-on acquisitions and subtractions of high quality but non-core business lines, we continue to enhance our portfolio mix and further tighten Honeywell’s alignment to three compelling megatrends: automation, the future of aviation, and energy transition—underpinned by our Accelerator business models.”
The planned spin-off is expected to create value for all stakeholders as both Honeywell and the Advanced Materials business will benefit from:
- A simplified strategic focus;
- A greater financial flexibility to pursue prioritized organic growth opportunities throughout investment cycles;
- An improved ability to customize capital allocation priorities in alignment with strategic focus; and
- Distinct investment profiles that position each company to unlock greater long-term value for shareowners.
Honeywell’s Continued Simplification and Portfolio Optimization
The planned spin-off of the Advanced Materials business follows four recent acquisitions Honeywell announced as part of its disciplined capital deployment strategy. The company is focused on high-return acquisitions that will drive future growth across its portfolio in alignment with the three powerful megatrends. In the past 12 months, Honeywell completed the acquisitions of: Carrier Access Solutions, Civitanavi, CAES and Air Products’ liquified natural gas (LNG) business.
Honeywell is currently on pace to exceed its commitment to deploy at least $25 billion toward high-return capital expenditures, dividends, opportunistic share purchases and accretive acquisitions through 2025, with approximately $9 billion deployed towards acquisitions to date in 2024.
Following the completion of the planned spin of the Advanced Materials business, Honeywell will be positioned to further improve its organic sales growth, lower capital intensity, reduce cyclicality of sales and enhance free cash flow generation capability.
Advanced Materials
Upon completion of the spin-off, the Advanced Materials business will be a sustainability-focused specialty chemicals and materials pure play with leading positions across fluorine products, electronic materials, industrial grade fibers, and healthcare packaging solutions. The business offers technologies that include the breakthrough low global warming Solstice® hydrofluoro-olefin (HFO) technology, which has helped avoid the potential release of the equivalent of more than 326 million metric tons of carbon dioxide into the atmosphere.[1] Additionally, the business manufactures a wide variety of high-performance specialty materials technologies ranging from Spectra®, a fiber used in high-end armor technology to protect in law enforcement and military applications, to Hydranal®, the most trusted brand in Karl Fischer titration, to Aclar®, a high-performance pharmaceutical packaging material critical to preserving prescription drugs and keeping them safe.
Advanced Materials is expected to have FY24 estimated revenue of between $3.7 billion and $3.9 billion with an EBITDA margin greater than 25%. As a standalone company with a large-scale domestic manufacturing base, it will be positioned to benefit from a compelling investment profile and a more flexible and optimized capital allocation strategy.
Transaction Details
The planned spin-off transaction is targeted for completion by the end of 2025 or early 2026, subject to certain customary conditions, including, among others, the filing and effectiveness of applicable filings (including a Form 10 registration statement) with the U.S. Securities and Exchange Commission, assurance that the spin-off of the Advanced Materials business will be tax-free to Honeywell’s shareowners, receipt of applicable regulatory approvals and final approval by Honeywell’s board of directors. Approval by Honeywell’s shareowners is not required.
The spin transaction will not impact Honeywell’s FY24 guidance.
As the process progresses, Honeywell intends to provide additional information regarding the future management team and board of directors for the independent Advanced Materials company.
Goldman Sachs & Co. LLC is serving as financial advisor to Honeywell. Skadden, Arps, Slate, Meagher & Flom LLP is providing external legal counsel.
October 14, 2024
Arsenal’s ATP Adhesive Systems acquires NESCHEN Coating
Arsenal’s ATP Adhesive Systems acquires NESCHEN Coating GmbH
from Blue Cap AG
Wollerau, Switzerland, 7th of October 2024 — ATP adhesive systems AG (ATP), a global leader in solvent-free adhesive technologies, proudly announces the acquisition of NESCHEN Coating GmbH (NESCHEN), a well-established manufacturer of solvent-free adhesive products, from Blue Cap AG. This strategic acquisition is a pivotal step in ATP’s mission to enhance production capacity, further its commitment to sustainable products, and strengthen its supply chain resiliency.
The acquisition of NESCHEN aligns with ATP’s long-term strategy of delivering innovative, solvent-free solutions to its customers across various industries. Both companies share a strong focus on sustainability, as NESCHEN, like ATP, is dedicated to producing eco-friendly, solvent-free adhesives and products thereof. This shared vision ensures a seamless integration of NESCHEN COATING GMBH into the ATP family and reinforces ATP’s position as a market leader in environmentally responsible adhesive technologies.
Expansion of the Graphic Arts Product Portfolio and Capacity Enhancement
With NESCHEN’s advanced production capabilities, ATP significantly increases its manufacturing capacity, enabling higher production volumes and improved operational efficiency. This acquisition also facilitates strategic diversification, allowing ATP to tap into new markets and broaden its product offerings, particularly within the graphic arts segment and other key sectors. In addition to expanding production, the acquisition fortifies ATP’s supply chain strategy, ensuring operational resilience and redundancy. By incorporating NESCHEN’s assets and capabilities, ATP enhances its ability to respond quickly to market demands and potential disruptions, ensuring uninterrupted service for its global customer base.
A Step Forward in Sustainability
NESCHEN’s expertise in producing solvent-free adhesive products perfectly complements ATP’s core focus on sustainability. This acquisition strengthens ATP’s position as a leader in eco-friendly adhesive technologies, aligning with the increasing demand for sustainable products across industries such as automotive, construction, and medical.
Quote from ATP Leadership:
“We are thrilled to welcome NESCHEN into the ATP family. This acquisition is not just about increasing our production capacity, but also about advancing our shared commitment to sustainability. Together, we will continue to lead the market with innovative, solvent-free solutions,” said Daniel Heini, CEO of the ATP Group.
About ATP adhesive systems AG:
ATP adhesive systems AG has been a pioneer in the development of high-performance, solvent-free adhesive tapes for over 30 years. With production sites in Germany, USA and the UK, and headquarters in Switzerland, ATP serves a broad range of industries, providing tailor-made adhesive solutions that meet the highest standards of sustainability and quality.
For further information, visit ATP website.
About Neschen Coating GmbH:
Neschen is a leading international company for modern self-adhesive products and high-quality coated media for a wide range of applications in book protection and repair, graphic media and industrial coatings. Neschen has a worldwide distribution network. For further information, visit Neschen’s website.
About Arsenal Capital Partners
Arsenal Capital Partners is a leading private equity firm that specializes in investments in industrial growth and healthcare companies. Since its inception in 2000, Arsenal has raised institutional equity investment funds totaling over $10 billion, completed more than 290 platform and add-on acquisitions, and achieved more than 35 realizations. The firm works with management teams to build strategically important companies with leading market positions, high growth, and high value-add. For more information, visit www.arsenalcapital.com.
October 8, 2024
UBE Corp Acquires Lanxess Prepolymers Business
LANXESS’ Urethane Systems business to sold to UBE Corporation
Specialty chemicals company LANXESS (Cologne, Germany) signed a contract on October 3, 2024 to sell its Urethane Systems business to Japanese UBE Corporation (Tokyo). The enterprise value amounts to €460 million with expected proceeds of around €500 million. With this transaction LANXESS exits the last remaining polymer business.
The Urethane Systems business comprises 5 manufacturing sites globally as well as application laboratories in the USA, Europe and China. UBE Corporation will take over all operations from LANXESS with a total of around 400 employees. The Urethane Systems business generated sales of around €250 million last twelve months June 2024.
LANXESS will use the proceeds to reduce its net debt. The leverage ratio (net debt / EBITDA pre) will likely be reduced by ~0.5x.
“The sale of Urethane Systems marks another milestone in our fast transformation into a pure-play specialty chemicals company, as we are divesting the last remaining polymer business in our portfolio. We are convinced that the Urethanes business will have significantly enhanced opportunities for growth and development under the umbrella of UBE,” says Matthias Zachert, Chairman of the Board of Management of LANXESS AG. ”At the same time, we are using the proceeds from the transaction to strengthen our balance sheet by further reducing our net debt.”
The transaction remains subject to the approval of the relevant authorities. LANXESS expects the transaction to close in the first half of 2025.
October 1, 2024
ADNOC to Acquire Covestro
Abu Dhabi’s ADNOC to buy German chemicals firm Covestro for $16 bln
By Ludwig Burger and Yousef Saba
October 1, 20249:44 AM EDTUpdated 5 hours ago
- Summary
- Companies
- ADNOC to pay 62 euros per Covestro share, take on 3 bln in debt
- To buy additional 1.2 bln euros worth of new shares in Covestro
- Covestro shares jump 3.7% to a three-year high
- Deal could fuel debate over foreign takeovers of German firms
BERLIN/DUBAI Oct 1 (Reuters) – Abu Dhabi’s ADNOC has struck a deal to buy German chemicals maker Covestro (1COV.DE)
, opens new tab for 14.7 billion euros ($16.3 billion), including debt, in the energy giant’s biggest ever acquisition.
The deal is one of the largest foreign takeovers by a Gulf state as countries in the region seek to reduce their dependence on oil amid the global switch to cleaner energy.
It also comes at a sensitive time in Germany for foreign acquisitions, as Commerzbank and the government seek to fend off interest in the bank from Italy’s UniCredit.
The 62 euros-per-share cash deal, which will also see ADNOC take on about 3 billion euros in debt, follows protracted negotiations and is a cornerstone of the energy giant’s drive to grow in petrochemicals along with gas and renewable energy.
ADNOC said that when the transaction closes it would also buy 1.17 billion euros worth of new shares in Covestro to improve funding at the former Bayer (BAYGn.DE)
, opens new tab unit.
“We believe that the fundamentals of chemicals are strong,” Khaled Salmeen, ADNOC head of downstream, marketing, and trading, told Reuters, adding he saw Covestro as a platform for growth.
“This sector, and specifically Covestro’s space in the sector, will grow higher than GDP from now to 2050,” he added.
Shares in Covestro, which makes plastics and chemicals for the automotive, construction, and engineering sectors, jumped 3.7% to a three-year high of 58 euros.
ADNOC has also been in talks with Austria’s OMV to merge their petrochemical joint ventures Borealis and Borouge. ADNOC took a 24.9% stake in OMV from Abu Dhabi sovereign fund Mubadala in February.
Covestro was created in 2015 after being spun off from Bayer. It opened its books to ADNOC in June – a year after ADNOC’s initial interest was reported.
The takeover offer will be subject to a minimum acceptance threshold of 50% plus one share of Covestro’s capital.
“The long negotiations have paid off – both for Covestro and for the shareholders. The deal is well structured and now has a good chance of coming to a successful conclusion,” said Arne Rautenberg, a fund manager at Union Investment, one of Covestro’s top-15 shareholders.
LIMITS TO CONTROL
The deal could stoke a debate in Germany about foreign takeovers of blue-chip companies amid a weak economy.
ADNOC, however, granted some autonomy to Covestro.
Covestro said that half of the seats on its supervisory board would continue to be held by labour representatives, as is the norm at German listed companies, and two members of the board’s shareholder representatives would be independent of ADNOC.
ADNOC pledged not to sell, close or significantly reduce Covestro’s business activities and to protect its technology and intellectual property, Covestro said.
The German company added its management board would stay in charge of management and strategic direction, and Covestro CEO Markus Steilemann told Reuters he planned to serve out his contract running until 2028.
“I believe this is the right step not only to keep Covestro on a growth path but also to move it to the fast lane,” Steilemann said of the deal.
Covestro reported a net loss of 72 million euros in the first six months of the year, versus a 46 million euro profit a year earlier.
The agreement highlights an increase in dealmaking between the Middle East and Europe as Gulf investors are drawn to company valuations that lag those in the United States, as well as an easier regulatory backdrop for buyers and a generally warmer welcome because of investment needs, advisers and analysts have told Reuters.
It is the Middle East’s second biggest acquisition after Israel’s Teva Pharmaceuticals’ purchase of Allergan’s generic drugs business for around $40 billion in 2015, according to Dealogic data.
The deal also follows several failed bids by Emirati companies to buy foreign targets.
Abu Dhabi utility TAQA’s $22 billion attempt to buy Spain’s Naturgy collapsed earlier this year, partly over disagreements on governance, people with direct knowledge of the talks said.
Britain also blocked an Abu Dhabi-backed group’s plan to buy the Telegraph newspaper, and only cleared Abu Dhabi state-controlled telecoms firm e&’s purchase of a 14.6% stake in Vodafone after ordering the UK company to take steps to manage national security risks that the government said the deal posed.
Covestro said its management board was advised by investment banks Goldman Sachs (GS.N), opens new tab and Perella Weinberg (PWP.O)
, opens new tab as well as by law firm Linklaters. Its supervisory board was advised by Rothschild & Co and Macquarie Capital as well as by law firm SZA Schilling, Zutt & Anschuetz.
ADNOC said Morgan Stanley (MS.N), opens new tab exclusively provided financial advice while Freshfields Bruckhaus Deringer was its legal adviser.
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