Transformative acquisition expands the
Company’s suite of specialty polymers and attractive polymerization
technologies, advancing Chase Corp’s portfolio of products,
customer reach and strategic growth trajectory
Chase Corporation (NYSE American: CCF), a leading global
manufacturer of protective materials for high-reliability
applications across diverse market sectors, today announced that it
has entered into a definitive agreement to acquire NuCera
Solutions, (“NuCera” or the “Company”) from SK Capital (a private
equity firm headquartered in New York). NuCera is a recognized
global leader in the production and development of highly
differentiated specialty polymers and polymerization technologies
serving demanding applications, offering products critical to
enabling end-product functionality, performance and
reliability.
NuCera is headquartered in Houston, Texas with its primary
production facility based in Barnsdall, Oklahoma and additional
international sales offices in France and Singapore. The Company
employs approximately 130 people globally. For the trailing
12-month period ended April 30, 2022, the Company recognized an
estimated revenue of $83 million with Adjusted EBITDA1 margins
exceeding 25%.
NuCera will be acquired for a purchase price of $250 million,
pending any working capital adjustments and excluding
acquisition-related costs. The purchase will be funded by utilizing
Chase’s existing revolving credit facility and available cash on
hand. The transaction is expected to close by the end of the third
calendar quarter of 2022, subject to customary closing conditions
and regulatory approvals. Chase expects this acquisition to be
accretive to earnings within the first year of ownership. Chase
will be modestly levered (~1.2x pro-forma net leverage) post
acquisition and maintains ongoing financial flexibility.
Adam P. Chase, President and Chief Executive Officer of Chase
Corporation, commented, “The acquisition of NuCera is
transformational in advancing Chase’s strategic growth priorities.
NuCera is a recognized leader in developing and manufacturing
specialty polymers and polymerization technologies that serve
demanding applications globally. The Company’s strong market
position, North American manufacturing footprint and captive
synthesis capabilities will allow us to gain additional scale and
expand our presence across multiple new high-growth end markets,
while maintaining both a strong balance sheet and financial
flexibility. NuCera’s culture and technology driven growth oriented
mindset closely align with those of Chase, and we are excited to
welcome the NuCera team and their highly differentiated products to
Chase Corporation and its customers.”
Steven McKeown, Chief Executive Officer of NuCera, commented,
“After a notable period of growth, we are very excited to join the
Chase family which offers a strong cultural and strategic alignment
to our business. Our portfolio of innovative, high-performance
products is well aligned with Chase’s core philosophy of making a
material difference. On behalf of everyone at NuCera, we greatly
look forward to beginning our journey with the Chase team.”
Mario Toukan, Managing Director of SK Capital, commented, “It
has been a pleasure to support the development and growth of
NuCera. SK invested heavily in NuCera’s people, capabilities and
facilities, establishing a leading platform of technology-oriented,
specialty polymers. We believe NuCera is well-positioned to
continue its growth under Chase Corporation’s ownership and we wish
them continued success.”
The acquisition of NuCera drives Chase’s proven core growth
strategy and is an attractive step in the continued transformation
of Chase. NuCera will expand Chase’s global reach into new
blue-chip customers and attractive high-growth end markets such as
personal care, polymer additives, coatings, diversified consumer
products and masterbatches. In addition, Chase expects to have
meaningful long-term synergy opportunities. Chase will continue to
market under NuCera brands and the business will be integrated into
Chase’s Adhesives, Sealants and Additives reporting unit.
Moelis & Company LLC acted as exclusive financial advisor
and Nelson Mullins Riley & Scarborough LLP acted as legal
counsel to Chase Corporation. Lincoln International acted as sell
side advisor and Goodwin Procter LLP acted as legal counsel to SK
Capital and NuCera.
About NuCera Solutions
With an 85-year history of innovative chemistry, NuCera is a
global leader in the development and manufacture of highly
differentiated specialty polymers for markets that require high
quality and performance: Adhesives, Coatings, Imaging,
Masterbatches, Personal Care, Plastics and other consumer
applications. NuCera supplies performance chemistry to global
markets from its highly flexible manufacturing facilities in
Barnsdall, OK which are supported by R&D and applications
laboratories as well as pilot plant facilities. For more
information, please visit http://www.nucerasolutions.com
About Chase Corporation
Chase Corporation, a global specialty chemicals company that was
founded in 1946, is a leading manufacturer of protective materials
for high-reliability applications throughout the world. More
information can be found on our website https://chasecorp.com/
Use of Non-GAAP Financial Measures
The Company uses non-GAAP financial measures in our press
releases. Adjusted net income, Adjusted diluted EPS, EBITDA,
Adjusted EBITDA and Free cash flow are non-GAAP financial measures.
The Company believes that Adjusted net income, Adjusted diluted
EPS, EBITDA, Adjusted EBITDA and Free cash flow are useful
performance measures as they are used by its executive management
team to measure operating performance, to allocate resources to
enhance the financial performance of its business, to evaluate the
effectiveness of its business strategies and to communicate with
its board of directors and investors concerning its financial
performance. The Company believes Adjusted net income, Adjusted
diluted EPS, EBITDA, Adjusted EBITDA and Free cash flow are
commonly used by financial analysts and others in the industries in
which the Company operates, and thus provide useful information to
investors. However, Chase’s calculation of Adjusted net income,
Adjusted diluted EPS, EBITDA, Adjusted EBITDA and Free cash flow
may not be comparable to similarly-titled measures published by
others. Non-GAAP financial measures should be considered in
addition to, and not as an alternative to, the Company’s reported
results prepared in accordance with GAAP.
Cautionary Note Concerning Forward-Looking Statements
Certain statements in our press releases are forward-looking.
These may be identified by the use of forward-looking words or
phrases including, but not limited to, “believe,” “expect,”
“anticipate,” “should,” “planned,” “estimated” and “potential.”
These forward-looking statements are based on Chase Corporation’s
current expectations and include statements relating to the
expected timing of the acquisition described in this press release,
the expected benefits of the transaction, including future
financial and operating results, cost savings, enhanced revenues
and accretion to reported earnings that may be realized from the
transaction. The Private Securities Litigation Reform Act of 1995
provides a “safe harbor” for such forward-looking statements. To
comply with the terms of the safe harbor, the Company cautions
investors that any forward-looking statements made by the Company
are not guarantees of future performance and that a variety of
factors could cause the Company’s actual results and experience to
differ materially from the anticipated results or other
expectations expressed in the Company’s forward-looking statements.
The risks and uncertainties which may affect the operations,
performance, development and results of the Company’s business
include, but are not limited to, the following: uncertainties
relating to the timing of the acquisition and receipt of required
regulatory approvals; the risk that the businesses involved in the
acquisition will not be integrated successfully or that such
integration may be more difficult, time-consuming or costly than
expected; the risk that expected revenue synergies and cost savings
from the transaction may not be fully realized or realized within
the expected time frame; the risk that revenues following the
Merger may be lower than expected; uncertainties relating to
operating costs, potential customer loss and business disruption
following the transaction, including, without limitation, the risk
that difficulties in maintaining relationships with employees, may
be greater than expected; uncertainties relating to economic
conditions including inflation; uncertainties relating to customer
plans and commitments; the pricing and availability of equipment,
materials and inventories; technological developments; performance
issues with suppliers and subcontractors; economic growth; delays
in testing of new products; the effectiveness of cost-reduction
plans; rapid technology changes; the highly competitive environment
in which the Company operates; as well as expected impact of the
coronavirus disease (COVID-19) pandemic on the Company’s
businesses. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
the statement was made. The Company does not assume any obligation
to update or revise any forward-looking statement made in this
release or that may from time to time be made by or on behalf of
the Company. Additional information regarding the factors that may
cause actual results to differ materially from these
forward-looking statements is available in the Company’s filings
with the Securities and Exchange Commission, including the risks
and uncertainties identified in Part I, Item 1A – Risk Factors of
the Company’s Annual Report on Form 10-K for the year ended August
31, 2021.
1 A reconciliation from U.S. GAAP to the non-GAAP financial
measurement used in this press release has been included in the
investor's presentation filed with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20220718005808/en/
Investor & Media Contact: Michael Cummings or Jackie Marcus
Alpha IR Group Phone: (617) 982-0475 E-mail: CCF@alpha-ir.com or
Shareholder & Investor Relations Department Phone: (781)
332-0700 E-mail: investorrelations@chasecorp.com Website:
www.chasecorp.com
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