MEDIA RELEASE PR41387
OMNOVA Solutions Announces Intention to Acquire Specialty Chemicals Manufacturer
Eliokem International From AXA Private Equity
FAIRLAWN, Ohio, Sept. 22 /PRNewswire-AsiaNet/ --
- Significantly increases OMNOVA's total size and scale to
sales of over US$1 billion and Adjusted EBITDA of US$129 million, based
on last twelve months through May 2010.
- Enhances Performance Chemicals segment's growth opportunities
- Broadens Performance Chemicals' markets, applications and
technologies
- Expected to be accretive to earnings in 2012
- Management conference call scheduled for September 23 at 11am ET
OMNOVA Solutions Inc. (NYSE: OMN) today announced that it has entered
into an agreement with AXA Private Equity granting the Company a period of
exclusivity to acquire specialty chemicals manufacturer Eliokem
International. Closing of the proposed transaction is subject to consultation
with Eliokem's Works Council in France, completion of a definitive agreement,
regulatory approvals, financing and other customary conditions. Subject to
these conditions, the Company anticipates completion of the transaction by
the end of 2010.
Under the proposed transaction, OMNOVA will pay 227.5 million euros for
Eliokem, or approximately US$300 million at current exchange rates. OMNOVA
intends to raise US$425 million of new long term debt to fund the transaction
and the repayment of all existing OMNOVA and Eliokem debt. In addition,
OMNOVA intends to extend and increase the size of its unused asset-based
credit facility to US$100 million and expects to have US$40 million of cash
at the closing of the acquisition. The Company expects the transaction to be
neutral to slightly dilutive to earnings in 2011, but accretive in 2012.
"This acquisition will transform OMNOVA Solutions into a much larger,
more diverse specialty chemical and functional surfaces company with
significantly enhanced global capability," said Kevin McMullen, Chairman and
CEO of OMNOVA Solutions. "It is an excellent fit with OMNOVA's strategy to
grow in existing markets, penetrate new adjacent markets and globalize our
Company."
Eliokem is a worldwide producer of specialty polymers and chemicals,
including coating resins, elastomeric modifiers, antioxidants, rubber
reinforcing resins, oil and gas drilling chemicals, and latices for specialty
applications. Last twelve months sales and Adjusted EBITDA through May 2010
were approximately US$268 million and US$50 million, respectively. Eliokem is
headquartered in Villejust, France (near Paris), and has manufacturing sites
in Caojing and Ningbo, China; Valia (Gujarat state), India; Le Havre, France;
and Akron (Ohio), USA. Eliokem also has regional sales offices in Akron,
Singapore, Shanghai, and Mumbai. The company employs about 630 people
worldwide.
OMNOVA plans to integrate Eliokem with its Performance Chemicals segment,
a business that has significantly strengthened its competitive position and
financial performance over the past several years.
Upon completion, the Eliokem acquisition will provide OMNOVA with
significant strategic benefits:
- Globalization: Eliokem's presence in Asia, with over 40% of
its sales in higher growth emerging markets, and with two manufacturing
sites in China and one in India, will accelerate OMNOVA's strategy of
growing its specialty chemicals platform in this region. Asian sales for
OMNOVA's Performance Chemicals segment for the last twelve months
through May 2010 were approximately US$15 million. OMNOVA's chemical
sales in Europe for the same period were approximately US$30 million,
primarily through alliance manufacturing partners. Eliokem's
manufacturing site in Le Havre, France is well suited to enable
improved growth of high margin specialty chemicals.
- New Adjacent, Related Markets: Like OMNOVA, Eliokem is focused on
working very closely with its customers to provide application- and
customer-specific value added solutions. Both companies have strong
capabilities in polymer development and manufacturing. While OMNOVA's
primary focus has been on styrene butadiene (SB) based latices,
Eliokem's business will add additional complementary technologies and
Applications to OMNOVA's specialty chemicals portfolio.
- Cost Savings: Synergies are expected to provide savings in
manufacturing, logistics, purchasing and SG&A by leveraging the
resources of an integrated global team.
- Higher Growth: The acquisition will provide OMNOVA with a
significant position in higher growth market segments and applications,
and improved access to the fastest growing regions of the world through
well-invested assets.
OMNOVA's Performance Chemicals business segment has led strong earnings
growth for the Company, contributing solid double-digit operating profit
returns over the last eight quarters. "Thanks to excellent work by our
business and technical support teams in Europe and Asia, OMNOVA's chemicals
business has continued to grow globally despite the fact that we have had no
Company-owned chemical manufacturing assets outside the United States,"
McMullen pointed out. "The acquisition of Eliokem will allow us to build on
this momentum quickly and significantly, and demonstrates our clear
commitment to meet the needs of our customers on a worldwide basis."
Consistent with OMNOVA's strategic emphasis on technical leadership and
innovation, the combined assets of OMNOVA and Eliokem will provide regional
research laboratories in North America, Europe, India and China. New
chemistries will enhance OMNOVA's strong portfolio, enabling an even broader
range of customer solutions.
"The Eliokem product lines will deepen our technology portfolios in
markets we currently serve, such as oil field and specialty latices, and will
provide exciting growth opportunities in new, but related markets with brands
that are already well known and respected," said Jim Hohman, President of
OMNOVA's Performance Chemicals business segment."
OMNOVA's Performance Chemicals segment has continued to grow in 2010. For
the last twelve months ended May 2010, sales were US$466 million, and
Adjusted EBITDA increased by 33%, to US$71 million. The combination of OMNOVA
and Eliokem will create a chemicals business approaching US$750 million in
annual sales, based on results from the last twelve months through May 2010.
Upon completion of the transaction, and including OMNOVA's Decorative
Products business segment, OMNOVA Solutions will become a company with over
US$1 billion in sales - approximately 40% of which will be outside the United
States - and Adjusted EBITDA of approximately US$129 million (based on last
twelve months through May 2010 results).
Conference Call - OMNOVA Solutions has scheduled a conference call for
Thursday, September 23, 2010, at 11:00am ET. OMNOVA management will discuss
the acquisition and key events necessary for successful completion of the
transaction. The call may be accessed by the public from the Investors
will also be available on the website at the time of the call. Webcast
attendees will be in a listen-only mode. Following the live webcast, OMNOVA
will archive the call and presentation slides on its website until noon ET,
October 14, 2010. A telephone replay will also be available beginning at
1:00pm ET on September 23, 2010, and ending at 11:59pm ET on October 14,
2010. To listen to the telephone replay, callers should dial: (USA)
800-475-6701 or (Int'l) 320-365-3844. The Access Code is 172338.
Non-GAAP Financial Measures - This press release includes EBITDA and
Adjusted EBITDA which are Non-GAAP financial measures as defined by the
Securities and Exchange Commission.
OMNOVA's EBITDA is calculated as income (loss) from continuing operations
less interest expense, amortization of deferred financing costs, income taxes
and depreciation and amortization expense. OMNOVA's Adjusted EBITDA is
calculated as OMNOVA's EBITDA less restructuring and severance expenses,
asset impairments, non-cash stock compensation and other items. Segment
EBITDA is calculated as segment operating income (loss) less interest
expense, amortization of deferred financing costs, income taxes and
depreciation and amortization expense. Segment Adjusted EBITDA is calculated
as Segment EBITDA less restructuring and severance expenses, asset
impairments, non-cash stock compensation and other items.
Eliokem's EBITDA is calculated as net income less interest expense,
amortization of deferred financing costs, income taxes and depreciation and
amortization expense. Eliokem's Adjusted EBITDA is calculated as Eliokem's
EBITDA less restructuring and severance expenses, asset impairments and other
items.
EBITDA and Adjusted EBITDA are not measures of financial performance
under GAAP. EBITDA and Adjusted EBITDA are not calculated in the same manner
by all companies and, accordingly, are not necessarily comparable to
similarly titled measures of other companies and may not be appropriate
measures for comparing performance relative to other companies. EBITDA and
Adjusted EBITDA should not be construed as indicators of the Company's
operating performance or liquidity and should not be considered in isolation
from or as a substitute for net income (loss), cash flows from operations or
cash flow data, which are all prepared in accordance with GAAP. EBITDA and
Adjusted EBITDA are not intended to represent, and should not be considered
more meaningful than or as an alternative to, measures of operating
performance as determined in accordance with GAAP. Management believes that
presenting this information is useful to investors because these measures are
commonly used as analytical indicators to evaluate performance and by
management to allocate resources. Set forth below are the reconciliations of
these non-GAAP measures to their most directly comparable GAAP financial
measure.
Non-GAAP Financial Measures
---------------------------
(LTM: Last 12 months as of May 31, 2010)
(Dollars in millions)
LTM LTM
Ended Ended
OMNOVA Solutions May 31, May 31,
Consolidated 2010 Eliokem International 2010
----------------- ------ --------------------- -----
Income (loss) from
continuing
operations $44.1 Net Income $ 2.2
Interest expense 7.0 Interest expense 15.8
Amortization of deferred Amortization of
financing deferred financing
costs 0.6 costs 0.5
Income tax 2.6 Income tax 2.0
Depreciation & Depreciation &
amortization 22.6 amortization 13.5
----- -----
EBITDA $76.9 EBITDA $ 34.0
Restructuring & Restructuring &
severance 0.7 severance 4.3
Asset impairments 6.6 Other 11.5
Non-cash stock
compensation 3.4 Adjusted EBITDA $ 49.8
Other (8.5) =======
-----
Adjusted EBITDA $79.1
=====
Combined Adjusted
EBITDA
-------------------
LTM OMNOVA Solutions
Ended Consolidated
Performance Chemicals May 31, LTM as of May 31,
----------------- ------
Segment 2010 2010 $ 79.1
Segment operating profit $69.3 Eliokem International
LTM as of May 31,
Interest expense - 2010 49.8
-----
Amortization of deferred
financing Total Combined
costs - Adjusted EBITDA $128.9
========
Income tax -
Depreciation &
amortization 9.8
-----
EBITDA $79.1
Restructuring &
severance 0.2
Asset impairments -
Non-cash stock
compensation 1.0
Other (9.8)
-----
Adjusted EBITDA $70.5
=====
Forward-looking Statements - This press release includes "forward-looking
statements" as defined by federal securities laws. These statements, as well
as any verbal statements by the Company in connection with this press
release, are intended to qualify for the protections afforded forward-looking
statements under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect management's current expectation,
judgment, belief, assumption, estimate or forecast about future events,
circumstances or results and may address business conditions and prospects,
strategy, capital structure, sales, profits, earnings, markets, products,
technology, operations, customers, raw materials, financial condition, and
accounting policies, among other matters. Words such as, but not limited to,
"will," "may," "should," "projects," "forecasts," "seeks," "believes,"
"expects," "anticipates," "estimates," "intends," "plans," "targets,"
"optimistic," "likely," "would," "could," and similar expressions or phrases
identify forward-looking statements. All statements and data in this press
release and the accompanying oral remarks on a "pro forma,"
"post-acquisition" or "combined" basis assume that the Company's proposed
acquisition of Eliokem is successfully completed on the proposed terms.
All forward-looking statements involve risks and uncertainties. Many
risks and uncertainties are inherent in business generally and the markets in
which the Company operates or proposes to operate. Other risks and
uncertainties are more specific to the Company's businesses, including
businesses the Company acquires. The occurrence of such risks and
uncertainties and the impact of such occurrences is often not predictable or
within the Company's control. Any such occurrence could adversely affect the
Company's results and, in some cases, such effect could be material.
All written and verbal forward-looking statements attributable to the
Company or any person acting on the Company's behalf are expressly qualified
in their entirety by the risk factors and cautionary statements contained
herein. Any forward-looking statement speaks only as of the date on which
such statement is made, and the Company undertakes no obligation, and
specifically declines any obligation other than that imposed by law, to
publicly update or revise any forward-looking statements whether as a result
of new information, future events or otherwise.
Risk factors and uncertainties that may cause actual results to differ
materially from expected results include, among others: the ability of the
Company to successfully complete the acquisition of Eliokem and integrate
Eliokem into its operations; the impact of Eliokem's results of operations on
the Company's ability to achieve fully the strategic and financial objectives
related to the proposed acquisition of Eliokem, including the acquisition
being accretive to the Company's earnings; and unexpected costs or
liabilities that may arise from the acquisition of Eliokem.
Additional risk factors include: economic trends affecting the economy in
general and/or the Company's end-use markets; prices and availability of raw
materials including styrene, butadiene, vinyl acetate monomer, polyvinyl
chloride, acrylics and textiles; ability to increase pricing to offset raw
material cost increases; product substitution and/or demand destruction due
to product technology, performance or cost disadvantages; loss of a
significant customer; customer and/or competitor consolidation; customer
bankruptcy; ability to successfully develop and commercialize new products; a
decrease in demand for domestically manufactured products due to increased
foreign competition and off-shoring of production; ability to successfully
implement productivity enhancement and cost reduction initiatives; unexpected
full or partial suspension of plant operations; the Company's strategic
alliance, joint venture and acquisition activities; loss or damage due to
acts of war or terrorism, natural disasters, accidents, including fires,
floods, explosions and releases of hazardous substances; governmental
legislative and regulatory changes, including changes impacting environmental
compliance, pension plans, products and raw materials; compliance with
extensive environmental, health and safety laws and regulations; rapid
inflation in health care costs and assumptions used in determining health
care cost estimates; risks associated with foreign operations including
political unrest and fluctuations in exchange rates of foreign currencies;
prolonged work stoppage resulting from labor disputes with unionized
workforce; meeting required pension plan funding obligations; stock price
volatility; infringement or loss of the Company's intellectual property;
litigation and claims against the Company related to products, services,
contracts, employment, environmental, safety, intellectual property and other
matters arising out of the Company's business and adverse litigation
judgments or settlements; absence of or inadequacy of insurance coverage for
litigation, judgments, settlements or other losses; availability of financing
at anticipated rates and terms; and loan covenant default arising from
substantial debt and leverage and the inability to service that debt,
including increases in applicable short-term or long-term borrowing rates.
OMNOVA Solutions Inc. is a technology-based company with last twelve
months sales through May 2010 of US$785 million and a workforce of
approximately 2,300 employees worldwide. OMNOVA, which has served the styrene
butadiene latex industry since the 1950s, is an innovator of emulsion
polymers, specialty chemicals, and decorative and functional surfaces for a
variety of commercial, industrial and residential end-uses. Visit OMNOVA
SOURCE: OMNOVA Solutions Inc.
CONTACT: Sandi Noah, OMNOVA, Communications
+1-330-869-4292,
sandi.noah@omnova.com
or Michael Hicks, OMNOVA, Investor Relations
+1-330-869-4411
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