13 September 2018
DETAILS
(“Momentive” or the “Company”)(OTCQX: MPMQ),
a global silicones and advanced materials company, and
SJL Partners LLC (“SJL”),
KCC Corporation (KS: 002380) (“KCC”) and
Wonik QnC Corporation (KOSDAQ: 074600) (“Wonik”)
(collectively, the “Investor Group”),
today announced that they have entered into
a definitive merger agreement whereby
the Investor Group will acquire
in a transaction valued at approximately $3.1 billion,
including the assumption
of net debt, pension and OPEB liabilities.
Based in Waterford, New York, Momentive develops
and manufactures specialty silicones and silanes,
as well as fused quartz and specialty ceramics products.
Momentive has a more than 75-year track record
of creating products and solutions
to serve more than 4,000 customers in over 100 countries.
The Company has a global network of 24 production sites
and 12 research and development facilities.
Jack Boss,
Chief Executive Officer and President at Momentive
“Today’s announcement is the result
of a thoughtful and comprehensive review
of the strategic growth and
value creation opportunities available to the Company,”
“We believe this is a great outcome for all of our stakeholders,
delivering maximum value to our stockholders
while positioning the Company
for long-term growth and future job creation
that will benefit our talented employees
across the globe, customers and suppliers.
The transaction will not only allow
our silicones and quartz businesses
to benefit from KCC and Wonik’s industry expertise
but will also further enhance
Momentive’s global leadership position
by expanding our portfolio of products,
broadening our geographic reach
and strengthening our financial position.
We look forward to partnering with the exceptional teams
at KCC, Wonik and SJL after the transaction closes
to continue providing specialized products
and services to our global customers.”
Steve Lim,
Chairman and Managing Partner of SJL,
representing the Investor Group
“On behalf of KCC, Wonik and SJL, we are eager
to begin this partnership with Jack and the Momentive team.
As a result of this highly strategic transaction
the combined company will have superior capabilities
to better compete in today’s global market.
The combination of Momentive’s leading product portfolios,
KCC and Wonik’s reach into an expanded geographical market
and SJL’s solid investment backing and private equity expertise
will further position the Company for long-term success.”
Under the terms of the agreement, which has been
unanimously approved by the Boards of Directors of Momentive,
KCC and Wonik, the investment committee of SJL
and by requisite vote of Momentive’s stockholders,
the Investor Group will assume Momentive’s net debt obligations
subject to minimum closing cash requirements of $250 million.
Momentive stockholders will receive $32.50 for each share
of common stock they own subject
to minimum closing cash requirements.
The transaction will be financed through
a combination of cash and new debt
that will be put in place at closing.
The transaction is not subject to any financing contingency
and is expected to close in the first half of 2019,
subject to regulatory approvals
and other customary closing conditions.
Goldman Sachs & Co LLC and Moelis & Company LLC
are serving as financial advisors to Momentive.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
is serving as primary legal counsel to Momentive.
UBS Investment Bank
is serving as financial advisor to the Investor Group, and
Greenberg Traurig, LLP is serving as legal counsel.
Momentive is a global leader in silicones and advanced materials,
with a more than 75-year heritage of being first to market
with performance applications that support and improve everyday life.
Momentive delivers science-based solutions for major industries,
by linking its custom technology platforms
to allow the creation of unique solutions for customers.
Additional information is available at www.momentive.com.
Based in Seoul, South Korea,
KCC Corporation is a leading chemicals manufacturer in Korea,
specializing in paints, building materials and specialty materials.
It also engages in the silicones business
for developing products in the fields of specialized paints
and precision chemical engineering.
KCC Corporation was founded in 1958 and
is headquartered in Seoul, South Korea.
Additional information is available at www.kccworld.co.kr/eng/main.do.
Wonik QnC Corporation manufactures and sells quartz and ceramic wares
used in the production of semiconductor wafers.
The company’s Quartz division provides quartz wares used
in the production of semiconductor IC’s, as well as products
used in the production of semiconductors, LCDs, LEDs, and solar cells.
Its Ceramic division offers ceramics materials, including
aluminum nitride, silicon carbide, and boron nitride composite.
Wonik QnC Corporation was founded in 1983
and is headquartered in Gumi, South Korea.
Additional information is available at www.wonikqnc.com/eng/.
SJL is a private equity investment manager
focused on partnership investments
with market-leading strategic companies
to support their organic and inorganic growth, including bolt-on acquisitions.
SJL’s portfolio includes investment into
Celltrion Holdings,
Korea’s leading biosimilar drug manufacturer, and
Vigevano,
one of the earliest distributors of leading fashion brands
and leather goods in Korea.
Additional information is available at www.sjlpartners.com.
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