Mergers & Acquisitions
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.”
December 3, 2021
Hanson Divests Aragon Elastomers
Lee Hanson • 2nd President at Guardian Innovations (Guardian Caps & Pearl by Guardian) 2d • 2 days ago I’m happy to announce that after growing Aragon Elastomers, a Hanson Group company by 8X and established it as the #1 Rock Climbing Hold manufacturer in the world, we have sold the assets to PlayCore the #1 playground and recreational manufacturer. I expect great things from this union and good group of people. Aragon manufacturing will remain in Colorado and our great family there will prosper with Playcore. The brands that we manufacture will continue to be the best.
#manufacturing#climbing#rockhold#recreation Activate to view larger image
- https://www.linkedin.com/in/leehansonjohnscreekga/detail/recent-activity/
December 3, 2021
Hanson Divests Aragon Elastomers
Lee Hanson • 2nd President at Guardian Innovations (Guardian Caps & Pearl by Guardian) 2d • 2 days ago I’m happy to announce that after growing Aragon Elastomers, a Hanson Group company by 8X and established it as the #1 Rock Climbing Hold manufacturer in the world, we have sold the assets to PlayCore the #1 playground and recreational manufacturer. I expect great things from this union and good group of people. Aragon manufacturing will remain in Colorado and our great family there will prosper with Playcore. The brands that we manufacture will continue to be the best.
#manufacturing#climbing#rockhold#recreation Activate to view larger image
- https://www.linkedin.com/in/leehansonjohnscreekga/detail/recent-activity/
November 25, 2021
More Info on the Hexion Westlake Deal
Westlake Chemical to acquire Hexion’s epoxy business for $1.2bn
Author: Stefan Baumgarten
2021/11/24
HOUSTON (ICIS)–Westlake Chemical has entered into a definitive agreement to acquire Hexion’s global epoxy business for about $1.2bn, it said on Wednesday.
With the acquisition, expected to close in H1 2022, Westlake will “significantly expand” its integrated business by adding a downstream portfolio of coatings and composite products to its chloro-vinyls businesses, it said.
“The industries served by Hexion Epoxy are very attractive to Westlake and the business is expected to be a synergistic addition to Westlake’s existing businesses,” said Westlake’s CEO, Albert Chao.
He highlighted the role of epoxy in the light-weighting of structural components for automobiles and for renewable energy, particularly the composite blades used by wind turbines.
Hexion’s epoxy business produces epoxy resins, modifiers and curing agents for high-performance materials, coatings and composites.
The integrated business includes upstream base epoxy resins and intermediates delivered as liquid or solid epoxy resins, as well downstream specialty epoxy resins used in coatings and composites.
It has eight manufacturing facilities and five research and development labs located in Asia, Europe and the US, as well as tolling sites in Asia.
Based in Rotterdam, Netherlands, the epoxy business had sales about $1.5bn for the 12 months ended 30 September.
Westlake’s agreement to buy the business comes after Hexion announced late September that it was evaluating strategic options, including a spinoff of its epoxy-based coatings and composites business (Hexion Coatings and Composites), and an initial public offering (IPO) of its adhesives and versatic acids and derivatives product lines (Hexion Holdings).
In an interview with ICIS last week, Hexion’s CEO Craig Rogerson said that the company already filed an S-1 registration statement with the US Securities and Exchange Commission (SEC) for an IPO of the adhesives and versatic acids business for listing on the New York Stock Exchange.
Shares of Hexion currently trade on an over-the-counter (OTC) market.
In April, Hexion closed the sale of its phenolic specialty resins, hexamine and European-based forest products resins businesses to Black Diamond and Investindustrial for $425m.
Additional reporting by Joseph Chang
November 25, 2021
More Info on the Hexion Westlake Deal
Westlake Chemical to acquire Hexion’s epoxy business for $1.2bn
Author: Stefan Baumgarten
2021/11/24
HOUSTON (ICIS)–Westlake Chemical has entered into a definitive agreement to acquire Hexion’s global epoxy business for about $1.2bn, it said on Wednesday.
With the acquisition, expected to close in H1 2022, Westlake will “significantly expand” its integrated business by adding a downstream portfolio of coatings and composite products to its chloro-vinyls businesses, it said.
“The industries served by Hexion Epoxy are very attractive to Westlake and the business is expected to be a synergistic addition to Westlake’s existing businesses,” said Westlake’s CEO, Albert Chao.
He highlighted the role of epoxy in the light-weighting of structural components for automobiles and for renewable energy, particularly the composite blades used by wind turbines.
Hexion’s epoxy business produces epoxy resins, modifiers and curing agents for high-performance materials, coatings and composites.
The integrated business includes upstream base epoxy resins and intermediates delivered as liquid or solid epoxy resins, as well downstream specialty epoxy resins used in coatings and composites.
It has eight manufacturing facilities and five research and development labs located in Asia, Europe and the US, as well as tolling sites in Asia.
Based in Rotterdam, Netherlands, the epoxy business had sales about $1.5bn for the 12 months ended 30 September.
Westlake’s agreement to buy the business comes after Hexion announced late September that it was evaluating strategic options, including a spinoff of its epoxy-based coatings and composites business (Hexion Coatings and Composites), and an initial public offering (IPO) of its adhesives and versatic acids and derivatives product lines (Hexion Holdings).
In an interview with ICIS last week, Hexion’s CEO Craig Rogerson said that the company already filed an S-1 registration statement with the US Securities and Exchange Commission (SEC) for an IPO of the adhesives and versatic acids business for listing on the New York Stock Exchange.
Shares of Hexion currently trade on an over-the-counter (OTC) market.
In April, Hexion closed the sale of its phenolic specialty resins, hexamine and European-based forest products resins businesses to Black Diamond and Investindustrial for $425m.
Additional reporting by Joseph Chang
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