Mergers & Acquisitions
April 14, 2023
Total to Sell PolyBD Business
TotalEnergies’ Cray Valley Affiliate Sells Three Product Lines to Pacific Avenue Capital Partners
Published: April 11, 2023 at 6:00 a.m. ET
Regulatory News:
TotalEnergies (Paris:TTE) (LSE:TTE) (NYSE:TTE) has accepted an offer from Pacific Avenue Capital Partners for the acquisition of three product lines (Wingtack(R), PolyBD(R) and Dymalink(R)) developed by Cray Valley, its resin production and sales affiliate. The transaction includes four production sites in the United States, the Cray Valley Italy affiliate and the portfolio of customers.
The transaction will allow Cray Valley to focus on its global specialty C4 and pure-monomer resin businesses which will continue to be developed by TotalEnergies. Production of the Ricon(R), Krasol(R) and Cleartack(R) resins will continue at Carling (France), in accordance with the commitments made when the site was restructured in 2013, Grand Junction (US) and Kralupy (Czech Republic).
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About Cray Valley
TotalEnergies’ Cray Valley affiliate is a global supplier of specialty chemical additives, hydrocarbon specialty chemicals, and liquid or solid tackifying resins used to make adhesives, rubbers, polymers, coatings and other materials. As a pioneer in the development of these advanced technologies, Cray Valley has already brought hundreds of performance-enhancing products to market for demanding applications in a range of sectors (energy, printing, packaging, construction, tires, electronics, etc.). Cray Valley’s European headquarters, at the Carling Saint-Avold platform, is home to its customer service, a research and development center, and production units. For more information, visit www.crayvalley.com.
For more information, visit www.crayvalley.com
April 12, 2023
Wanhua TDI Acquisition Approved
Wanhua Chemical acquires Yantai Juli approved, TDI giant position consolidated further
On April 9, Wanhua Chemical issued an announcement that the company recently received approval from the operators of the State Administration of Market Supervision and Administration, agreeing that Wanhua Chemical intends to acquire shares in Yantai Juli Fine Chemical Co., Ltd.; at the same time, the State Administration of Market Supervision and Administration agrees to the additional restrictive conditions of operator concentration.
Wanhua’s acquisition of Juli antitrust was approved, and the competition pattern of TDI continued to be optimized
Wanhua Chemical plans to acquire a stake in Yantai Juli and take sole control of Yantai Juli, while Wanhua Chemical and Yantai Juli submit a restrictive commitment to the General Administration of Market Supervision. The General Administration of Market Supervision decided to attach restrictive conditions to approve the concentration, requiring both parties and entities after the concentration to fulfill their relevant obligations, including that the annual average price of supplying TDI to customers in China’s domestic market shall not be higher than the average price for the 24 months before the commitment date (March 30, 2023) after the completion of the transaction, maintain or expand the production of toluene diisocyanate in China, and continue R&D and innovation. Supply TDI to customers in the domestic market of China in accordance with the principles of fairness, reasonableness and non-discrimination. Customers in the domestic market in China shall not be forced to purchase TDI products exclusively or carry out tying unless there are legitimate reasons.
Yantai Juli and its wholly owned subsidiary Xinjiang Heshan Juli have a nominal production capacity of 230kt/year of TDI. Through this acquisition, the proportion of Wanhua Chemical TDI capacity in China will further increase from 35-40% to 45-50%, the main competitors in the domestic market will also change from 6 to 5, and the domestic TDI competition pattern will continue to be optimized. At the same time, if factoring into the 250kt/year TDI project under construction in Fujian, the company’s total nominal capacity will reach 1.03 million tons/year (including Juli’s TDI capacity), accounting for 28% of the world, ranking first in the world, with significant scale advantages.
https://www.ccfgroup.com/newscenter/newsview.php?Class_ID=600000&Info_ID=2023041230005
April 6, 2023
Recticel Update
Update regarding the divestment of Recticel Engineered Foams to Carpenter
Regulated information, Brussels, 06/04/2023 — 06:59 CET, 06.04.2023
Recticel reports that the closing of the Engineered Foams divestment to Carpenter Co. has not taken place at the end of March 2023.
Parties continue to work towards a closing to take place as soon as possible.
https://www.recticel.com/update-regarding-divestment-recticel-engineered-foams-carpenter.html
March 14, 2023
Univar Solutions Going Private
Univar Solutions to be Acquired by Apollo Funds for
$8.1 Billion
3/14/2023
Shareholders to Receive $36.15 Per Share in Cash
DOWNERS GROVE, Ill. and NEW YORK, March 14, 2023 /CNW/ — Univar Solutions Inc. (NYSE: UNVR) (“Univar
Solutions” or the “Company”) and Apollo (NYSE: APO) announced today that funds managed by affiliates of Apollo
(the “Apollo Funds”) have entered into a definitive merger agreement to acquire the Company in an all-cash
transaction that values the Company at an enterprise value of approximately $8.1 billion. The transaction includes a
minority investment from a wholly owned subsidiary of the Abu Dhabi Investment Authority (“ADIA”).
The agreement provides that Univar Solutions shareholders will receive
$36.15 per share in cash, which represents a 20.6% premium to the Company’s
undisturbed closing stock price on November 22, 2022. The transaction
consideration also represents a premium of 33.6% to the volume-weighted average price of Univar Solutions for the
30 trading days ending on November 22, 2022.
“We are pleased to have reached this agreement with Apollo, which will provide immediate and certain cash value
for Univar Solutions shareholders,” said Chris Pappas, chairman of the Univar Solutions Board of Directors (the
“Board”). “The Board’s decision follows a comprehensive review of value creation opportunities for Univar
Solutions. We are conêdent this transaction is the right path forward and achieves our goal of maximizing value for
Univar Solutions shareholders.”
David Jukes, president and chief executive officer of Univar Solutions, said, “Over the last three years, we have
transformed the Company, putting the customer at the center of all we do, which has solidified our position as a
leading value-added service and solution provider. This transaction reflects the success of our strategy and delivers
substantial value to our shareholders. It is a testament to the tireless efforts of my colleagues, whose commitment
to our purpose of helping keep our communities healthy, fed, clean, and safe has enabled our success.
In Apollo, we are pleased to gain a partner to support continued investment in our portfolio and I look forward to working
closely with their team as we grow Univar Solutions and serve our key suppliers and customers globally.”
Apollo Private Equity Partner Sam Feinstein said, “Univar is a global leader in specialty chemicals and ingredients
distribution, fueling a vast array of industries with innovative, safe and sustainable solutions. In recent years, David
and his team have made tremendous progress enhancing the customer experience, and we believe Univar can
accelerate its long-term strategy as an Apollo Fund portfolio company. We look forward to leveraging our extensive
experience in the sector to support management in this exciting next phase.”
Transaction Details
The merger agreement, which has been unanimously approved by the Univar Solutions Board of Directors,
provides that Univar Solutions shareholders will receive $36.15 in cash for each share of common stock they own.
The transaction will be enhanced with equity provided by the Apollo Funds, a minority equity investment from a
wholly owned subsidiary of ADIA and a committed debt ênancing package.
The transaction is expected to close in the second half of 2023, subject to customary closing conditions, including
approval by Univar Solutions shareholders and receipt of regulatory approvals. The transaction is not subject to a
ênancing condition.
Upon completion of the transaction, shares of Univar Solutions common stock will no longer trade on the New York
Stock Exchange, and Univar Solutions will become a privately held company. Univar Solutions will continue to
operate under the Univar Solutions name and brand and maintain a global presence.
The foregoing description of the merger agreement and the transactions contemplated thereby is subject to, and is
qualified in its entirety by reference to, the full terms of the merger agreement, which Univar Solutions will file with
the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.
March 1, 2023
Recticel Results
Recticel Annual Results 2022
Regulated information, Brussels, 28/02/2023 — 06:59 CET, 28.02.2023
- Net sales increase from €449.2 million in 2021 to €561.5 million (+25.0%) in 2022, of which €129.2 million contribution from Trimo and a €48.9 million reduction following the phasing out of sales of chemicals to divested Automotive companies
- Adjusted EBITDA: from €48.4 million to €62.2 million (+28.4%)
- Result of the period (share of the Group): from €53.5 million to €63.2 million
- Closing of the divestment of Engineered Foams expected at the end of 1Q2023
- Proposal to pay an increased gross dividend of €0.31 per share
Olivier Chapelle (CEO Recticel): “The European construction market has become increasingly challenging as the year 2022 unfolded, with growing economic uncertainties and historically high inflation and rising interest rates weighing progressively more and more on construction activities. In that environment, I am proud of all our employees and want to thank them. In 2022, their focus and contributions have allowed to deliver, when compared to 2021, slightly higher volumes in Insulation Boards and flat volumes in Insulated Panels. Reactivity on pricing and margin management have in turn contributed to deliver solid results.
The divestment of Engineered Foams is expected to close at the end of the first quarter of 2023. It follows the decision on 26 January 2023 by the Competition and Markets Authority in the UK, to approve the Final Undertakings, which execution is now entering its final phase.
With the acquisition of Trimo on 1 May 2022, now fully integrated, we have created a broader basis for further internal and external growth.
With regard to ESG and sustainable development, after having announced our commitment to the SBTi, we can report a 11.2% reduction in our Scope 1 & 2 carbon emissions in 2022 versus reference year 2021.”
OUTLOOK
The year 2022 has been very challenging due to the consequences of the geopolitical turmoil. During that year, our business has resisted well and is well positioned at the beginning of 2023, despite the current lack of visibility. Margin management, growth initiatives and further progress on ESG are the priorities in 2023.
At this stage, the Company does not provide guidance related to its full year 2023 expected results.
https://www.recticel.com/recticel-annual-results-2022.html-0
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