Crompton Corporation and Great Lakes Chemical Finalize Merger, Become 'Chemtura' Corporation
01 Juillet 2005 - 8:26PM
Business Wire
Chemtura: -- Chemtura is Fourth-Largest U.S. Specialty Chemicals
Company -- Becomes World's Largest Plastics Additives Company --
Chemtura Has Leading Positions in Multiple High-Value Niches With
the finalization of the Crompton Corporation (NYSE: CK) and Great
Lakes Chemical Corporation (NYSE: GLK) all-stock merger today, the
combined company becomes Chemtura Corporation, the fourth-largest
publicly traded U.S. specialty chemicals company and the world's
largest plastics additives company. Chemtura, with combined pro
forma 2004 revenues of $3.7 billion and a market capitalization of
approximately $3.3 billion, will begin trading under the New York
Stock Exchange ticker symbol CEM on July 5. "Chemtura is a unique
new company with a portfolio of global businesses that have
achieved leading positions in high-value market niches," said
Chemtura Chairman, President and Chief Executive Officer Robert L.
Wood. Chemtura holds leading positions in several high-value
specialty chemical niche businesses, including plastics additives,
petroleum additives, flame retardants and pool chemicals.
Additionally, the company has strong positions in castable
urethanes and crop protection chemicals. "Since we announced our
agreement to merge March 9, integration teams have been working
intensely to create a new company with a new organizational design
and new work processes. We are building a world-class organization
and adopting best business practices in everything we do. As we
said in March, this is a transformational merger. Our vision is to
create the world's best specialty chemicals company, not simply to
add companies together. "As of today, while we still have a number
of jobs to fill, our organization is almost completely formed and
employees at every level are poised to take the actions needed to
deliver strong financial results. Our integration work will create
immediate value through the recognition of significant synergies
throughout the company. As a result, we are increasing our synergy
estimate to $150 million from the original target of $90 million to
$100 million," Wood said. Cumulative synergy savings are expected
to total $10 million in 2005; $100 million in 2006; and $150
million in 2007. Approximately 30% of the total synergies is
expected to come from organizational redesign; 60% from savings in
supply chain operations, and the remainder from other areas. By
combining workforces, streamlining work processes and utilizing
more efficient systems, the company expects to reduce its total
number of employees by about 600 worldwide, or approximately 8
percent, over the next year from its current level of approximately
7,300 people. In addition, Chemtura has expanded its geographic
footprint and access to key buyers globally and is putting into
place cross-selling and captive-sourcing opportunities across its
extended portfolio. The company expects to incur one-time cash
expenditures totaling $125 million to $135 million relating to
change in control agreements, and $20 to $25 million related to
severance and related expenditures. Chemtura also will incur
one-time cash expenditures of $50 million to $55 million related to
the closing of the transaction. The company will have approximately
$20 million in one-time cash expenditures to support the
integration of both companies and approximately $6 million of
charges for the write-off of unamortized fees relating to bank
facilities that are being replaced. In addition to Chairman Wood,
the board of directors has five directors from each predecessor
company, for a total of 11 directors. Chemtura expects to maintain
a cash dividend level of $.05 per quarter. Terms of the Transaction
Great Lakes shareholders received 2.2232 shares of Crompton common
stock for each share of Great Lakes common stock, giving an overall
transaction value of $2.0 billion, including $354 million of Great
Lakes net debt and minority interest. About Chemtura Chemtura
Corporation, with pro forma 2004 sales of $3.7 billion, is a global
manufacturer and marketer of specialty chemicals, crop protection
and pool, spa and home care products. Headquartered in Middlebury,
Conn., the company has 7,300 employees around the world. Additional
information concerning Chemtura is available at www.chemtura.com.
Forward-Looking Statement Certain statements made in this release
are forward-looking statements that involve risks and
uncertainties, including, but not limited to, general economic
conditions, the outcome and timing of antitrust investigations and
related civil lawsuits to which Chemtura is subject; the ability to
obtain selling-price increases; pension and other post-retirement
benefit plan assumptions; energy and raw- material prices and
availability; production capacity; changes in interest rates and
foreign-currency exchange rates; changes in technology, market
demand and customer requirements; the enactment of more stringent
environmental laws and regulations; the ability to realize expected
cost savings under Chemtura's cost-reduction initiatives; the
amount of any additional earn-out payments from GE, the ability to
reduce Chemtura's debt levels, and other risks and uncertainties
detailed in Chemtura's filings with the Securities and Exchange
Commission. The following factors, among others, could cause actual
results to differ from those included in the forward-looking
information: the risk that the businesses will not be integrated
successfully; the risk that the cost savings and other synergies
from the transaction may not be fully realized or take longer to
realize than anticipated; the inability to achieve cash flow
synergies; disruption from the merger making it more difficult to
maintain relationships with employees, customers or suppliers; and
competition and its effect on pricing, spending, third-party
relationships and revenues. These statements are based on
Chemtura's estimates and assumptions and on currently available
information. The forward-looking statements include information
concerning our possible or assumed future results of operations,
and Chemtura's actual results may differ significantly from the
results discussed. Forward-looking information is intended to
reflect opinions as of the date this release was issued and such
information will not necessarily be updated by Chemtura.
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