December 8, 2021

Saint-Gobain Acquisition of GCP

Saint-Gobain to buy construction chemical maker GCP for $2.3 billion

Deal follows Sika’s recent purchase of BASF’s former construction chemical business

by Craig Bettenhausen

December 7, 2021

Credit: Shutterstock GCP Applied Technologies makes additives for spray concrete, among other construction chemicals.

Continuing consolidation in the construction chemical field, the French glass and building materials firm Saint-Gobain has agreed to pay $2.3 billion for GCP Applied Technologies, the construction chemical firm that used to be a part of W.R. Grace.

GCP makes concrete additives as well as sheet and spray-on barriers to control water, air, and vapor diffusion. GCP reported earnings of $101 million last year on sales of $903 million. The firm has 50 factories and 1,800 employees. Saint-Gobain says the deal will create a construction chemical business with annual sales of more than $4.5 billion.

In September, Saint-Gobain purchased Chryso, another maker of concrete additives. Chryso is strong in Africa, Europe, and the Middle East, while GCP is positioned well in North America, Latin America, and the Asia-Pacific region, according to Saint-Gobain. Both firms have product lines aimed at lowering the carbon footprint of concrete, an issue of increasing emphasis in the construction industry.

Similarly, Saint-Gobain will merge GCP’s barriers unit with related products it sells under the CertainTeed brand. Overall, the French firm says it has identified $85 million in annual costs it can shave by cutting staff and eliminating overlaps in sales and administration.

The purchase follows BASF’s 2020 divestment of its construction chemicals unit. The building products company Sika agreed last month to buy the former BASF unit, now called MBCC Group, for $5.9 billion.

The Chryso purchase, along with other moves in construction chemicals, places Saint-Gobain in direct competition with Sika, and that will be even more true after Saint-Gobain absorbs GCP, says Ian George, a managing director in the chemical group at the investment banking firm Piper Sandler.

Both the GCP and MBCC sales are part of a trend of construction chemical firms becoming part of broader building-product companies, he says. However, GCP was one of the last large bolt-on acquisitions available, George says, and it will be interesting to see how M&A plays out from here among the long tail of smaller firms.

In 2020, Saint-Gobain ended a 6-year attempt at a hostile takeover of Sika. Though Saint-Gobain didn’t succeed in assembling a controlling interest in its rival, it did make $1.7 billion selling the Sika stock it had collected along the way.

https://cen.acs.org/business/specialty-chemicals/Saint-Gobain-buy-construction-chemical/99/web/2021/12

December 8, 2021

Another Arsenal Acquisition

December 8, 2021

Another Arsenal Acquisition

December 7, 2021

Recticel Engineered Foams Update

Recticel enters into a binding agreement with Carpenter on the divestment of its Engineered Foams business line

Regulated information, Brussels, 07/12/2021 — 06:58 CET, 07.12.2021

• Binding agreement signed with US-based Carpenter Company, one of the world’s largest integrated polyurethane foams producers 
• Cash consideration based on an enterprise value of EUR 656 million on a cash and debt free basis 
• Strong strategic fit, highly complementary geographic presence and product offerings 
• Transaction subject to customary closing conditions and employee information and consultation procedures 

Following the authorisation given by the shareholders during the Special General Meeting of 06 December 2021, Recticel announces that it has entered into a binding agreement to sell its Engineered Foams business line to the US-based privately owned Carpenter Company (“Carpenter”).

Under the terms of the agreement the Engineered Foams business line – including the formerly Nordics Bedding activities -, will be sold to Carpenter for an enterprise value of EUR 656 million. The share purchase agreement pertaining to non-French assets of the Engineered Foams division was signed immediately after the shareholders’ meeting. Regarding the French assets of the Engineered Foams division, Recticel is following customary employee information and consultation procedures, to be completed before a decision is taken. The confirmatory due diligence has been finalised. The transaction is expected to be closed around mid-2022, subject to customary closing conditions, including anti-trust clearances and employee information and consultation procedures in the relevant jurisdictions. 

The net proceeds after transaction costs are expected to amount to EUR 606 million subject to customary closing adjustments. An amount of about. EUR 35.8 million IFRS 16 liabilities will be transferred as well. The Board of Directors will review at a later stage options for the use of proceeds from the sale of the Engineered Foams business, including a potential partial distribution to shareholders.

Recticel’s Engineered Foams business line develops and produces durable solutions for a wide variety of customer needs in areas such as silencing, sealing, filtering, carrying, protecting, supporting and comforting. In general, it focuses on the production, transformation and commercialisation of predominantly customised, semi-finished products in flexible polyurethane foam. The Engineered Foams activities currently consist of 34 manufacturing locations spread over 4 continents (Europe, North Africa, Asia Pacific and the USA), employing around 2,754 people. In 2020 the business line generated total pro-forma sales of EUR 562 million, excluding the Nordic bedding activities (EUR 15 million).

Carpenter Company, founded in 1948, is privately owned and headquartered in Richmond, VA (USA). Carpenter is a global, diversified and world class chemical company and one of the largest integrated producers of polyurethane foams. It employs around 4,300 employees and has worldwide some 56 production sites. Carpenter, with 2020 annual sales of around USD 2 billion, intends to further develop its flexible foams activities by complementing its existing product offering with technical foams, and expanding its customer base and geographic reach.

Olivier Chapelle (CEO of Recticel): “I was particularly honoured by the huge mobilisation of our shareholders at our Special General Meeting on 6 December as well as by the clear majority of their votes casted in favour of the proposed sale of our Engineered Foams business line to US-based Carpenter Co. This support comforts me and the Board of Directors that the proposed divestment was the best option to safeguard the potential of the business and our employees, as well as the interests of our wide shareholder base. I can’t better express my gratitude for the confidence given by our shareholders in our strategy.

I am also confident that we have found, with Carpenter, a new owner with the commercial and industrial capabilities to leverage the full potential of our Engineered Foams proprietary technology and highly qualified teams. Our Engineered Foams employees and customers will find in Carpenter a truly dedicated player in the global foams markets. The complementarity in terms of product range and geographical presence clearly offers a lot of opportunities for end-consumers, retailers and employees.”

Brad Beauchamp (CEO of Carpenter): “We are very honoured and excited about today’s announcement. The acquisition of Recticel’s Engineered Foams business will without doubt significantly strengthen our global position in the European, Asian and US foams markets. Recticel’s strong know how in technical foams, its excellent R&D track record and the outspoken complementary product offering will allow our company to become a much more diversified group with an expanded geographical reach. We are confident in our ability to execute and complete the transaction within the shortest possible timeframe and look forward to integrate successfully Recticel’s Engineered Foams business and teams in order to deliver enhanced value for our customers.”

https://www.recticel.com/recticel-enters-binding-agreement-carpenter-divestment-its-engineered-foams-business-line.html-0

December 7, 2021

Recticel Engineered Foams Update

Recticel enters into a binding agreement with Carpenter on the divestment of its Engineered Foams business line

Regulated information, Brussels, 07/12/2021 — 06:58 CET, 07.12.2021

• Binding agreement signed with US-based Carpenter Company, one of the world’s largest integrated polyurethane foams producers 
• Cash consideration based on an enterprise value of EUR 656 million on a cash and debt free basis 
• Strong strategic fit, highly complementary geographic presence and product offerings 
• Transaction subject to customary closing conditions and employee information and consultation procedures 

Following the authorisation given by the shareholders during the Special General Meeting of 06 December 2021, Recticel announces that it has entered into a binding agreement to sell its Engineered Foams business line to the US-based privately owned Carpenter Company (“Carpenter”).

Under the terms of the agreement the Engineered Foams business line – including the formerly Nordics Bedding activities -, will be sold to Carpenter for an enterprise value of EUR 656 million. The share purchase agreement pertaining to non-French assets of the Engineered Foams division was signed immediately after the shareholders’ meeting. Regarding the French assets of the Engineered Foams division, Recticel is following customary employee information and consultation procedures, to be completed before a decision is taken. The confirmatory due diligence has been finalised. The transaction is expected to be closed around mid-2022, subject to customary closing conditions, including anti-trust clearances and employee information and consultation procedures in the relevant jurisdictions. 

The net proceeds after transaction costs are expected to amount to EUR 606 million subject to customary closing adjustments. An amount of about. EUR 35.8 million IFRS 16 liabilities will be transferred as well. The Board of Directors will review at a later stage options for the use of proceeds from the sale of the Engineered Foams business, including a potential partial distribution to shareholders.

Recticel’s Engineered Foams business line develops and produces durable solutions for a wide variety of customer needs in areas such as silencing, sealing, filtering, carrying, protecting, supporting and comforting. In general, it focuses on the production, transformation and commercialisation of predominantly customised, semi-finished products in flexible polyurethane foam. The Engineered Foams activities currently consist of 34 manufacturing locations spread over 4 continents (Europe, North Africa, Asia Pacific and the USA), employing around 2,754 people. In 2020 the business line generated total pro-forma sales of EUR 562 million, excluding the Nordic bedding activities (EUR 15 million).

Carpenter Company, founded in 1948, is privately owned and headquartered in Richmond, VA (USA). Carpenter is a global, diversified and world class chemical company and one of the largest integrated producers of polyurethane foams. It employs around 4,300 employees and has worldwide some 56 production sites. Carpenter, with 2020 annual sales of around USD 2 billion, intends to further develop its flexible foams activities by complementing its existing product offering with technical foams, and expanding its customer base and geographic reach.

Olivier Chapelle (CEO of Recticel): “I was particularly honoured by the huge mobilisation of our shareholders at our Special General Meeting on 6 December as well as by the clear majority of their votes casted in favour of the proposed sale of our Engineered Foams business line to US-based Carpenter Co. This support comforts me and the Board of Directors that the proposed divestment was the best option to safeguard the potential of the business and our employees, as well as the interests of our wide shareholder base. I can’t better express my gratitude for the confidence given by our shareholders in our strategy.

I am also confident that we have found, with Carpenter, a new owner with the commercial and industrial capabilities to leverage the full potential of our Engineered Foams proprietary technology and highly qualified teams. Our Engineered Foams employees and customers will find in Carpenter a truly dedicated player in the global foams markets. The complementarity in terms of product range and geographical presence clearly offers a lot of opportunities for end-consumers, retailers and employees.”

Brad Beauchamp (CEO of Carpenter): “We are very honoured and excited about today’s announcement. The acquisition of Recticel’s Engineered Foams business will without doubt significantly strengthen our global position in the European, Asian and US foams markets. Recticel’s strong know how in technical foams, its excellent R&D track record and the outspoken complementary product offering will allow our company to become a much more diversified group with an expanded geographical reach. We are confident in our ability to execute and complete the transaction within the shortest possible timeframe and look forward to integrate successfully Recticel’s Engineered Foams business and teams in order to deliver enhanced value for our customers.”

https://www.recticel.com/recticel-enters-binding-agreement-carpenter-divestment-its-engineered-foams-business-line.html-0