Mergers & Acquisitions

November 24, 2021

Westlake to Acquire Hexion Epoxy

Westlake to Acquire Hexion’s Global Epoxy Business

Leading global supplier of coatings and composites used in wind turbine blades and automotive structural components to expand Westlake’s chemicals portfolio November 24, 2021 06:45 AM Eastern Standard Time

HOUSTON–(BUSINESS WIRE)–Westlake Chemical Corporation (NYSE: WLK), today announced that it has entered into a definitive agreement with Hexion Inc. to acquire Hexion’s global epoxy business for approximately $1.2 billion. Based in Rotterdam, The Netherlands, Hexion’s epoxy business is an industry leader in the manufacture and development of specialty resins, coatings and composites for a variety of industries, including high-growth and sustainability-oriented end-uses such as wind turbine blades and light-weight automotive structural components. In the twelve months ended September 30, 2021, Hexion’s epoxy business had net sales of approximately $1.5 billion.

“Light-weighting is a critical feature for the manufacture of structural components for automobiles and for renewable energy, particularly the composite blades used by wind turbines, and epoxies are key ingredients for these sustainable products”Tweet this

With this transaction, which is anticipated to be completed in the first half of 2022 following customary closing conditions, Westlake will significantly expand its integrated business by adding a downstream portfolio of coatings and composite products to its leading chloro-vinyls businesses.

“Light-weighting is a critical feature for the manufacture of structural components for automobiles and for renewable energy, particularly the composite blades used by wind turbines, and epoxies are key ingredients for these sustainable products,” said Westlake President and Chief Executive Officer Albert Chao. “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. We look forward to welcoming the Hexion epoxy employees to the Westlake family and realizing the tremendous opportunities to grow the combined businesses.”

Hexion Epoxy is a global leading producer of epoxy resins, modifiers and curing agents for high-performance materials, coatings and composites. The fully-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. Hexion Epoxy operates globally on three continents with eight manufacturing facilities and five research and development labs located in Asia, Europe and the United States, as well as tolling sites in Asia.

About Westlake

Westlake is a global manufacturer and supplier of materials and innovative products that enhance life every day. Headquartered in Houston, we provide the building blocks for vital solutions — from building products and infrastructure materials, to packaging and healthcare products, to automotive and consumer goods. For more information, visit the company’s web site at www.westlake.com.

https://www.businesswire.com/news/home/20211124005850/en/Westlake-to-Acquire-Hexion%E2%80%99s-Global-Epoxy-Business

November 24, 2021

Westlake to Acquire Hexion Epoxy

Westlake to Acquire Hexion’s Global Epoxy Business

Leading global supplier of coatings and composites used in wind turbine blades and automotive structural components to expand Westlake’s chemicals portfolio November 24, 2021 06:45 AM Eastern Standard Time

HOUSTON–(BUSINESS WIRE)–Westlake Chemical Corporation (NYSE: WLK), today announced that it has entered into a definitive agreement with Hexion Inc. to acquire Hexion’s global epoxy business for approximately $1.2 billion. Based in Rotterdam, The Netherlands, Hexion’s epoxy business is an industry leader in the manufacture and development of specialty resins, coatings and composites for a variety of industries, including high-growth and sustainability-oriented end-uses such as wind turbine blades and light-weight automotive structural components. In the twelve months ended September 30, 2021, Hexion’s epoxy business had net sales of approximately $1.5 billion.

“Light-weighting is a critical feature for the manufacture of structural components for automobiles and for renewable energy, particularly the composite blades used by wind turbines, and epoxies are key ingredients for these sustainable products”Tweet this

With this transaction, which is anticipated to be completed in the first half of 2022 following customary closing conditions, Westlake will significantly expand its integrated business by adding a downstream portfolio of coatings and composite products to its leading chloro-vinyls businesses.

“Light-weighting is a critical feature for the manufacture of structural components for automobiles and for renewable energy, particularly the composite blades used by wind turbines, and epoxies are key ingredients for these sustainable products,” said Westlake President and Chief Executive Officer Albert Chao. “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. We look forward to welcoming the Hexion epoxy employees to the Westlake family and realizing the tremendous opportunities to grow the combined businesses.”

Hexion Epoxy is a global leading producer of epoxy resins, modifiers and curing agents for high-performance materials, coatings and composites. The fully-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. Hexion Epoxy operates globally on three continents with eight manufacturing facilities and five research and development labs located in Asia, Europe and the United States, as well as tolling sites in Asia.

About Westlake

Westlake is a global manufacturer and supplier of materials and innovative products that enhance life every day. Headquartered in Houston, we provide the building blocks for vital solutions — from building products and infrastructure materials, to packaging and healthcare products, to automotive and consumer goods. For more information, visit the company’s web site at www.westlake.com.

https://www.businesswire.com/news/home/20211124005850/en/Westlake-to-Acquire-Hexion%E2%80%99s-Global-Epoxy-Business

November 23, 2021

Recticel Update

Independent proxy advisors ISS and Glass Lewis recommend Recticel shareholders vote “FOR” the sale of its Engineered Foams business to Carpenter Co.

Regulated information, Brussels, 22/11/2021 — 06:55 CET, 22.11.2021

Recticel notes the recommendation from leading independent proxy advisory firms Institutional Investment Shareholder Services Inc. (ISS) and Glass Lewis Europe Ltd. (Glass Lewis) that Recticel shareholders vote “FOR” both resolutions regarding the earlier announced intended sale of its Engineered Foams business to Carpenter Co. The resolutions concerned are submitted for approval at the Special General Meeting (SGM) to be held on December 6, 2021 and form an essential element for Recticel’s strategic plan.

Following the unsolicited offer by Greiner AG (the prospectus related to the voluntary takeover bid is available on the bidder’s website), 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 Recticel’s businesses and not only divest its Bedding business line but also divest its Engineered Foams business line.  

Recticel’s Board of Directors reiterates its strong recommendation that all shareholders participate in the Special General Meeting on 6 December 2021. 

30 November 2021 is the deadline for confirmation of attendance for the SGM to be held on 6 December 2021. Shareholder votes can be casted in advance by post until 30 November 2021 or in electronic format via the Recticel corporate website until 5 December 2021.

More information about Recticel’s strategic plan, the Response Memorandum and all practical SGM participation and voting instructions can be found here: www.recticel.com/sgm-yourvotecounts.

https://www.recticel.com/independent-proxy-advisors-iss-and-glass-lewis-recommend-recticel-shareholders-vote-sale-its.html

November 23, 2021

Recticel Update

Independent proxy advisors ISS and Glass Lewis recommend Recticel shareholders vote “FOR” the sale of its Engineered Foams business to Carpenter Co.

Regulated information, Brussels, 22/11/2021 — 06:55 CET, 22.11.2021

Recticel notes the recommendation from leading independent proxy advisory firms Institutional Investment Shareholder Services Inc. (ISS) and Glass Lewis Europe Ltd. (Glass Lewis) that Recticel shareholders vote “FOR” both resolutions regarding the earlier announced intended sale of its Engineered Foams business to Carpenter Co. The resolutions concerned are submitted for approval at the Special General Meeting (SGM) to be held on December 6, 2021 and form an essential element for Recticel’s strategic plan.

Following the unsolicited offer by Greiner AG (the prospectus related to the voluntary takeover bid is available on the bidder’s website), 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 Recticel’s businesses and not only divest its Bedding business line but also divest its Engineered Foams business line.  

Recticel’s Board of Directors reiterates its strong recommendation that all shareholders participate in the Special General Meeting on 6 December 2021. 

30 November 2021 is the deadline for confirmation of attendance for the SGM to be held on 6 December 2021. Shareholder votes can be casted in advance by post until 30 November 2021 or in electronic format via the Recticel corporate website until 5 December 2021.

More information about Recticel’s strategic plan, the Response Memorandum and all practical SGM participation and voting instructions can be found here: www.recticel.com/sgm-yourvotecounts.

https://www.recticel.com/independent-proxy-advisors-iss-and-glass-lewis-recommend-recticel-shareholders-vote-sale-its.html

November 18, 2021

Recticel to Divest Bedding

Recticel enters into binding agreement with the Aquinos Group on the divestment of its Bedding business line

Regulated information, Brussels, 18/11/2021 — 07:00 CET, 18.11.2021

  • Binding agreement signed with Aquinos Group, one of the largest European mattress and upholstery manufacturers 
  • Cash consideration based on an enterprise value of EUR 122.4 million on a cash and debt free basis 
  • Strong strategic fit, highly complementary geographic presence and product offerings 
  • Transaction subject to shareholder approval and customary closing conditions and consultations

Recticel announces that it has entered into a binding agreement to sell its Bedding business line to the Portuguese privately owned Aquinos Group.

Under the terms of the agreement the Bedding business line, will be sold to the Aquinos Group for an enterprise value of EUR 122.4 million. The transaction is expected to be closed in the first quarter of 2022, subject to customary closing conditions and consultations. The Nordic bedding activities will remain with Recticel and be integrated in the Living & Care segment of Recticel Engineered Foams. The net proceeds after transaction costs are expected to amount to EUR 97 million subject to closing adjustments. EUR 17.9 million IFRS 16 liabilities will be transferred as well.

Recticel’s Bedding business line develops and produces consumer-ready mattresses, slat bases and box springs, primarily marketed under popular brand names such as Beka®, Lattoflex®, Literie Bultex®, Schlaraffia®, Sembella®, Superba® and Swissflex®, as well as ingredient brands including GELTEX inside®. The Bedding activities currently consist of 9 manufacturing locations in seven EU countries – Austria (1), Belgium (2), Germany (2), Poland (1), Romania (1), Switzerland (1) and The Netherlands (1) – employing around 1,555 people. In 2020 the business line generated total sales of EUR 225.9 million, excluding the Nordic bedding activities.

The Aquinos Group, founded in 1985, is privately owned and headquartered in Sinde – Tábua (Portugal). Aquinos is one of the largest producers of furniture upholstery and mattresses in Europe with more than 3,300 employees and production sites in Portugal, France, and Poland. Aquinos, with 2020 annual sales of EUR 370 million, intends to further develop its bedding activities by complementing its existing product offering with strong brands, and expanding its customer base and geographic reach.

https://www.recticel.com/recticel-enters-binding-agreement-aquinos-group-divestment-its-bedding-business-line.html