Mergers & Acquisitions
September 30, 2020
Covestro To Acquire DSM Resins
Covestro to acquire DSM’s Resins & Functional Materials business
By Mary Page Bailey | September 30, 2020
Royal DSM N.V. (Geleen, the Netherlands) has reached an agreement to sell its Resins & Functional Materials and associated businesses (together, RFM) to Covestro AG (Leverkusen, Germany) for an Equity Value of €1.6 billion.
The proposed transaction is another step forward in DSM’s evolution as a purpose-led, science-based company operating in the fields of Nutrition, Health, and Sustainable Living. It follows DSM’s recent acquisitions of the Erber Group (expected to close shortly), Glycom, and CSK.
The transaction will include all of DSM’s Resins & Functional Materials businesses, including DSM Niaga, DSM Additive Manufacturing and the coatings activities of DSM Advanced Solar. These businesses represented €1,012 million of DSM’s 2019 total annual net sales and €133 million of DSM’s 2019 total EBITDA. DSM will provide re-stated figures for its Materials Cluster ahead of its Q3 results. DSM anticipates a book profit on the transaction to be recognized upon closing. DSM expects to receive approximately €1.4 billion net in cash following closing, including repayment of RFM’s net debt, and after transaction costs and capital gains tax.
The combination of RFM and Covestro will create a business of enhanced scale and technological capability that will benefit existing and potential customers as well as its employees through a stronger platform for growth. Completion of the transaction, which is subject to the customary conditions and approvals, is expected in H1, 2021.
Geraldine Matchett and Dimitri de Vreeze, Co-CEOs of Royal DSM, commented: “This sale builds on our approach of actively managing our businesses, as DSM continues to evolve as a purpose-led, science-based company operating in the fields of Nutrition, Health and Sustainable Living. The deal delivers strong value to DSM and is strategically attractive for all parties. In Covestro, we recognize a company that shares similar views on culture and the value of sustainability. We know that Covestro will be a good owner of these businesses for customers, colleagues and other stakeholders.”
DSM Resins & Functional Materials, containing a Sustainable Coatings division and a Functional Materials division, provides highly-specialized products, such as resins for use in paints and other industrial applications, and optical fiber coatings. This includes DSM Niaga, a VOC-free adhesive and a proprietary production technology for fully-recyclable carpets, mattresses and furniture components.
September 30, 2020
Covestro To Acquire DSM Resins
Covestro to acquire DSM’s Resins & Functional Materials business
By Mary Page Bailey | September 30, 2020
Royal DSM N.V. (Geleen, the Netherlands) has reached an agreement to sell its Resins & Functional Materials and associated businesses (together, RFM) to Covestro AG (Leverkusen, Germany) for an Equity Value of €1.6 billion.
The proposed transaction is another step forward in DSM’s evolution as a purpose-led, science-based company operating in the fields of Nutrition, Health, and Sustainable Living. It follows DSM’s recent acquisitions of the Erber Group (expected to close shortly), Glycom, and CSK.
The transaction will include all of DSM’s Resins & Functional Materials businesses, including DSM Niaga, DSM Additive Manufacturing and the coatings activities of DSM Advanced Solar. These businesses represented €1,012 million of DSM’s 2019 total annual net sales and €133 million of DSM’s 2019 total EBITDA. DSM will provide re-stated figures for its Materials Cluster ahead of its Q3 results. DSM anticipates a book profit on the transaction to be recognized upon closing. DSM expects to receive approximately €1.4 billion net in cash following closing, including repayment of RFM’s net debt, and after transaction costs and capital gains tax.
The combination of RFM and Covestro will create a business of enhanced scale and technological capability that will benefit existing and potential customers as well as its employees through a stronger platform for growth. Completion of the transaction, which is subject to the customary conditions and approvals, is expected in H1, 2021.
Geraldine Matchett and Dimitri de Vreeze, Co-CEOs of Royal DSM, commented: “This sale builds on our approach of actively managing our businesses, as DSM continues to evolve as a purpose-led, science-based company operating in the fields of Nutrition, Health and Sustainable Living. The deal delivers strong value to DSM and is strategically attractive for all parties. In Covestro, we recognize a company that shares similar views on culture and the value of sustainability. We know that Covestro will be a good owner of these businesses for customers, colleagues and other stakeholders.”
DSM Resins & Functional Materials, containing a Sustainable Coatings division and a Functional Materials division, provides highly-specialized products, such as resins for use in paints and other industrial applications, and optical fiber coatings. This includes DSM Niaga, a VOC-free adhesive and a proprietary production technology for fully-recyclable carpets, mattresses and furniture components.
September 29, 2020
Hexion to Sell Businesses
Hexion to sell phenolic specialty, two other businesses September 29/2020 MOSCOW (MRC) — Hexion (Columbus, Ohio) has agreed to sell its phenolic specialty resin, hexamine, and European-based forest products resins businesses for approximately USD425 million to private equity firms Black Diamond Capital Management (Greenwich, Connecticut) and Investindustrial (Luxembourg), said Chemweek.
The deal consists of USD335 million in cash and certain assumed liabilities, with the remainder in future proceeds to be based on the performance of the business, says Hexion. The transaction is expected to close in the first quarter of 2021, subject to regulatory approvals and other customary closing conditions, including works council consultation. The company expects to use the sale proceeds to invest in its business and further reduce its debt, it says.
The combined businesses being sold posted sales of approximately USD530 million for the last 12 months ended 30 June 2020, according to Hexion. The sale includes approximately 900 personnel and 11 manufacturing facilities worldwide, where phenolic specialty resins and engineered thermoset molding compounds are produced for end markets including building and construction, industrial, automotive, electronics, agriculture, and consumer, it says.
“We continue to strategically manage our portfolio providing us the ability to further strengthen our balance sheet and maintain a strong business going forward. As we proceed, we will leverage our differentiated technology and global manufacturing footprint to serve the diversified customers of our remaining businesses,” says Hexion president and CEO, Craig Rogerson.
The businesses being acquired “boast globally recognizable brands and trademarks,” say Black Diamond and Investindustrial in a joint statement. The equity firms have partnered in the past on a collective investment in Polynt (Scanzorosciate, Italy) and Reichold (Durham, North Carolina), which saw the two companies merged into Polynt-Reichold in 2017. “Black Diamond has prior experience investing in phenolic specialty resin businesses and looks forward to bringing that experience to the acquired businesses,” they say.
Credit Suisse is acting as Hexion’s financial advisor, and Paul, Weiss, Rifkind, Wharton & Garrison as legal counsel. Hexion reported a first-quarter 2020 net loss in May of USD59 million, compared with a USD52-million loss in the year-ago quarter, with net sales declining 6.8% year on year to USD826 million.
As MRC informed earlier, Hexion, a major American manufacturer of phenol and bisphenol A (BPA), plans to close its BPA plant in Pernis (Pernis, The Netherlands) in early October for scheduled maintenance. This 120 ktpa BPA production facility will be closed in the second week of October and is expected to resume production in three weeks.
Phenol is the main raw material for bisphenol A (BPA) production, which in turn is used to produce polycarbonate (PC).
According to MRC’s ScanPlast, in Russia, following the results of the first two quarters, the total estimated consumption of PC granulate in the Russian Federation (excluding imports and exports to Belarus) amounted to 47.3 thousand tonnes against 40.7 thousand tonnes in 2019. Total demand increased by 16%.
Hexion Inc., formerly Momentive Specialty Chemicals Inc., is a chemical company based in Columbus, Ohio. It manufactures thermosetting resins and related technologies and specialty products. Hexion has two divisions: the epoxy, phenolic and coating resins division and the forest products division. 
September 29, 2020
Hexion to Sell Businesses
Hexion to sell phenolic specialty, two other businesses September 29/2020 MOSCOW (MRC) — Hexion (Columbus, Ohio) has agreed to sell its phenolic specialty resin, hexamine, and European-based forest products resins businesses for approximately USD425 million to private equity firms Black Diamond Capital Management (Greenwich, Connecticut) and Investindustrial (Luxembourg), said Chemweek.
The deal consists of USD335 million in cash and certain assumed liabilities, with the remainder in future proceeds to be based on the performance of the business, says Hexion. The transaction is expected to close in the first quarter of 2021, subject to regulatory approvals and other customary closing conditions, including works council consultation. The company expects to use the sale proceeds to invest in its business and further reduce its debt, it says.
The combined businesses being sold posted sales of approximately USD530 million for the last 12 months ended 30 June 2020, according to Hexion. The sale includes approximately 900 personnel and 11 manufacturing facilities worldwide, where phenolic specialty resins and engineered thermoset molding compounds are produced for end markets including building and construction, industrial, automotive, electronics, agriculture, and consumer, it says.
“We continue to strategically manage our portfolio providing us the ability to further strengthen our balance sheet and maintain a strong business going forward. As we proceed, we will leverage our differentiated technology and global manufacturing footprint to serve the diversified customers of our remaining businesses,” says Hexion president and CEO, Craig Rogerson.
The businesses being acquired “boast globally recognizable brands and trademarks,” say Black Diamond and Investindustrial in a joint statement. The equity firms have partnered in the past on a collective investment in Polynt (Scanzorosciate, Italy) and Reichold (Durham, North Carolina), which saw the two companies merged into Polynt-Reichold in 2017. “Black Diamond has prior experience investing in phenolic specialty resin businesses and looks forward to bringing that experience to the acquired businesses,” they say.
Credit Suisse is acting as Hexion’s financial advisor, and Paul, Weiss, Rifkind, Wharton & Garrison as legal counsel. Hexion reported a first-quarter 2020 net loss in May of USD59 million, compared with a USD52-million loss in the year-ago quarter, with net sales declining 6.8% year on year to USD826 million.
As MRC informed earlier, Hexion, a major American manufacturer of phenol and bisphenol A (BPA), plans to close its BPA plant in Pernis (Pernis, The Netherlands) in early October for scheduled maintenance. This 120 ktpa BPA production facility will be closed in the second week of October and is expected to resume production in three weeks.
Phenol is the main raw material for bisphenol A (BPA) production, which in turn is used to produce polycarbonate (PC).
According to MRC’s ScanPlast, in Russia, following the results of the first two quarters, the total estimated consumption of PC granulate in the Russian Federation (excluding imports and exports to Belarus) amounted to 47.3 thousand tonnes against 40.7 thousand tonnes in 2019. Total demand increased by 16%.
Hexion Inc., formerly Momentive Specialty Chemicals Inc., is a chemical company based in Columbus, Ohio. It manufactures thermosetting resins and related technologies and specialty products. Hexion has two divisions: the epoxy, phenolic and coating resins division and the forest products division.
September 18, 2020
Covestro Stock Jumps
Covestro stock jumps on Apollo’s potential takeover but probability of deal still low
Author: Morgan Condon
2020/09/18
LONDON (ICIS)–Covestro shares jumped on Friday as US investment fund Apollo could be eyeing a takeover of the German chemicals major, although the probability of a deal is still very low, according to chemicals equity analysts.
Covestro’s shares rose nearly 10% in Friday morning trading although they were on course to close trading with an increase of around 5%.
Apollo would be eyeing to take over Covestro’s full capital structure in a $10bn transaction, according to Bloomberg late on Thursday, citing unidentified sources familiar with the matter.
APOLLO ‘HUNTING SCHEME’
European chemicals equity analysts have said the transaction would make sense considering Apollo’s deep pockets and experience in petrochemicals acquisitions.
Following the 2008 financial crisis, Apollo acquired US major producer LyondellBasell.
Covestro, headquartered in Leverkusen, produces polycarbonates (PC) and polyurethanes (PU), among other materials.
It posted second-quarter falling sales and earnings on the back of pandemic-induced lockdowns, but analysts have said it would be one of the first companies to recover.
“Covestro would fit into Apollo’s hunting scheme – it is a producer which has known good cash flow, and earnings are at the trough so the timing would make sense,” said Baader Bank’s analyst Markus Mayer.
“Covestro has already done a lot of restructuring and are already by far more efficient than many other chemicals companies; I am not sure how much a private equity company [Apollo] could restructure further.”
However, the jump in the stock on Friday automatically made Covestro more expensive, which in the end may end up working against a potential transaction.
Warburg Research analyst Oliver Schwarz said that the takeover could “fizzle because the rumour came out too early” although he said Covestro would be still undervalued after the heavy falls in March-April.
“This is more or less a story of Apollo taking on an interesting asset that they envisage is undervalued, taking it out of the market for two-three years and bringing it back at a significantly higher price,” said Schwarz.
Covestro had not responded to a request for comment at the time of writing.
Apollo refused to comment.
A DIFFERENT TAKEOVER?
While investment funds tend to take over companies to often divide them and sell the different divisions, with short-term expectations focused on a quick return, analysts think this time round Apollo may have different intentions.
“I can see Apollo’s angle as they had a very illustrious past with regards to making a huge amount of money in acquisitions in petrochemicals, especially in polyols; however, this is not what is driving the Covestro story,” said analyst Oliver Schwarz of Warburg Research.
“LyondellBasell and Covestro are active in petrochemicals and both companies are active in PU, but that is where the resemblance really stops everything else is different.”
The pandemic has brought several headwinds to the chemicals industry, but Covestro seems to be weathering the storm well.
That makes it unlikely it would need investors to bail it out from under any financial burdens, said the analysts.
Even without taking into account Covestro’s shares jump on Friday, investors’ confidence in the firm’s stock has been gaining traction after the sharp falls in March, when the pandemic hit Europe.
The producer’s CEO Markus Steilemann has also said third-quarter financial results are tipped to be better than initial expectations.
“Covestro has made a huge run from the low point, in March where share prices were somewhere around €25/share. Now we are talking about a company that is trading almost double that price,” said Schwarz.
“This not only reflects hope of financial recovery but also a better performance in the second quarter, most likely the benefit of a tailwind of production issues led to a tight market, subsequent higher prices and inflated company margins for the short term.”
Competitors struggling with production issues in the toluene diisocyanate (TDI) market could have been a key component of Covestro’s portfolio providing buoyancy but is not the only positive indicator going forwards.
Mayer added that tailwinds could also come from restocking of polycarbonate (PC) as inventory levels in the automotive industry are relatively low.
CHANCES STILL LOW
Covestro’s recent strong performance on the stock market may even be the factor which diminishes the prospect of Apollo taking over the producer.
Mayer placed the probability of the transaction finally happening at around 30%.
“It’s not zero, but it is not at 50%. However, private Investment takes a longer view than the corporate market thinking one quarter to another so this could be a fair as a mid to long term strategy for Covestro,” said Mayer.
Covestro share price year to date
Click on image to enlarge
Source: Covestro
Front page picture: Covestro’s headquarters in Leverkusen
Source: Covestro
Focus article by Morgan Condon
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