ROCKWOOD SPECIALTIES TO ACQUIRE FOUR DYNAMIT
NOBEL BUSINESS TO FORM NEW GLOBAL CHEMICAL GROUP
Combination of highly complementary businesses
for specialty chemicals and advanced materials
- total turnover will exceed $2.5 billion
Princeton (NJ), London, Frankfurt/Main
- April 19, 2004 - Rockwood Specialties
Group, Inc., Princeton (NJ), announced today
that it will acquire four businesses of Dynamit
Nobel, Troisdorf (Germany), to form a new specialty
chemicals group with combined revenue of $2.5
billion (2003). To create this worldwide group,
affiliates of Rockwood will acquire the Sachtleben,
Chemetall, CeramTec and DNES Custom Synthesis
divisions of Dynamit Nobel, which is the chemical
arm of mg technologies AG, Frankfurt (Germany).
The equity for the transaction will be provided
by Rockwood’s internal resources, its
existing majority shareholder Kohlberg Kravis
Roberts & Co. L.P. (KKR) and by CSFB Private
Equity, the global private equity arm of Credit
Suisse First Boston. This transaction will create
one of the world’s largest specialty chemical
companies, with Europe representing 53 % of
the combined sales and the U.S. contributing
34 %.
The four businesses acquired represent total
revenue of $1.6 billion in 2003. The businesses
are focused on highly specialized markets and
products such as white pigments (Sachtleben
Chemie GmbH, Duisburg), surface treatment and
lithium chemicals (Chemetall GmbH, Frankfurt/Main),
ceramics (CeramTec AG, Plochingen) and pharmaceutical
intermediates (DNES Custom Synthesis consisting
of DNSC, Finorga and Rohner).
Rockwood, which reported sales of $800 million
in 2003, is a leading global specialty chemicals
and advanced materials company. It focuses on
niche markets in inorganic pigments, wood surface
treatment, clay additives, water treatment chemicals,
specialty compounds, electronic chemicals and
advanced materials. It operates 40 facilities
in North America, Europe and Asia.
Seifi Ghasemi, Rockwood’s Chairman and
Chief Executive Officer, said: “We are
excited about the combination of these two complementary
portfolios. The Dynamit Nobel businesses are
highly attractive and profitable companies with
advanced technologies and strong market positions.
Together we will create a strong, profitable
and global specialty chemicals and advanced
materials company with sales in excess of $2.5
billion. It will allow the exchange of best
practices in the areas of customer service,
productivity and commitment to excellence. We
will support organic growth, look for further
complementary acquisitions and maintain the
focus on innovation.”
Todd Fisher, Partner and Managing Director
Kohlberg Kravis Roberts & Co. L.P., London,
said: “We have been highly supportive
of Rockwood to date and look forward to supporting
the combined company to become a world leader
in quality and innovation in the chemical industry.”
“The deal will build critical mass in
all business units and adds end market and geographic
diversification”, said Susan Schnabel,
Managing Director CSFB Private Equity, London.
Financing for the transaction is being arranged
by Credit Suisse First Boston, Goldman Sachs
and UBS. The financing is permitted by Rockwood’s
existing bonds, which will remain outstanding
following the transaction. The financial advisors
to Rockwood are Credit Suisse First Boston and
UBS and the legal advisors are Clifford Chance
and Simpson Thacher & Bartlett.
The completion of the transaction is subject
to approval by mg technologies’ Supervisory
Board and shareholders and to regulatory approvals.
For further information, please contact:
HB&M for Rockwood
Shawn Salvatore +1 (215) 440-9800
Kekst & Co for KKR
Ruth Pachman +1 (212) 521 4800
David Lilly +1 (212) 521 4800
CSFB Private Equity
Gavin Sullivan +44 (020) 7888 8911
Rockwood Specialties Group, Inc., headquartered
in Princeton (NJ), is a leading global specialty
chemical company with sales of around $800 million.
The company focuses on on niche segments of
the specialty chemicals market, including pigments,
surface treatment for wood, water treatment
chemicals, clay additives, specialty compounds,
electronic chemicals, advanced materials and
services. It operates 40 facilities in North
America, Europe and Asia with a workforce of
2,500.
The Businesses being acquired:
Sachtleben Chemie GmbH
Sachtleben is the global market leader in titanium
dioxide for synthetic fibre applications and
barium and zinc-based white pigments. With 2003
sales of approximately $385 million, Sachtleben
operates a highly efficient integrated manufacturing
facility in Duisburg (Germany). Sales are approximately
60 % in Europe, 28 % in Asia and 12 % in the
U.S. Sachtleben’s current research and
development projects include nano-particle applications
for titanium dioxide in UV protection, cosmetics
and catalysts.
Chemetall GmbH
Chemetall is the global leader in specialty
chemicals based on lithium and other special
metals and is also a leading supplier of chemicals
and services for metal surface treatment. 2003
sales of approximately $660 million are split
between surface treatment (51 %) and lithium
and other special metals (49 %), and are approximately
59 % in Europe, 29 % in the U.S. and 12 % in
Asia. Chemetall’s current research and
development projects include a new generation
of lithium compounds for rechargeable batteries
and innovative organic coatings in metal surface
treatment.
CeramTec AG
CeramTec is a market leader in advanced ceramics
with leading positions in medical implants (ceramic
hip joint components for the European and U.S.
markets), ceramic high speed cutting tools and
piezo-electronic components. 2003 sales of approximately
$285 million are 70 % in Europe, 15 % in the
U.S. and 15 % in Asia. Current research and
development projects include using CeramTec’s
expertise in ceramic components for artificial
hip joints to develop a new generation of orthopedic
medical implants.
DNES Custom Synthesis
DNES Custom Synthesis provides the global pharmaceutical
industry with custom synthesis of advanced intermediates
and active pharmaceutical ingredients. The company
operates under the brand names of Finorga, Dynamit
Nobel Special Chemistry (DNSC) and Rohner, and
has market leading technology in the areas of
chiral separation, hazardous chemistry and organometallic
synthesis. 2003 sales of approximately $280
million are primarily in Europe, although the
company’s customer base includes global
pharmaceutical companies based in both Europe
and the U.S. DNES’ pipeline includes the
supply of active ingredients for a number of
potential blockbuster drugs.
Kohlberg Kravis Roberts & Co. is one of
the world's leading private equity firms. Its
investment approach is focused on investing
in attractive businesses to implement value
creating strategies. Founded in 1976, KKR has
completed more than 115 transactions in North
America and Europe. KKR has completed twelve
transactions in the UK and continental Europe
since 1996. Its current portfolio consists of
more than 30 companies based in the U.S., Canada,
Germany, Austria, France and the UK, including
Yellow Pages Group, Demag Holding, Legrand,
Rockwood, Tenovis (formerly Bosch Private Networks),
Willis Group, Shoppers Drug Mart, Wincor Nixdorf
(formerly Siemens Nixdorf), MTU and Zumtobel.
CSFB Private Equity, the global private equity
arm of Credit Suisse First Boston's Alternative
Capital Division, is the largest private equity
manager in the world, with more than $29 billion
of capital commitments under management. CSFB
Private Equity is comprised of investment funds
that focus globally on leveraged buyouts, mezzanine,
real estate and venture capital investments
as well as primary and secondary purchases of
interests in private investment funds. CSFB
Private Equity, which includes the family of
DLJ Merchant Banking funds, also provides Customized
Fund of Funds services, designing tailor-made
solutions for institutional and high net worth
investors. CSFB Private Equity maintains offices
in New York, Los Angeles, Menlo Park, Chicago,
Houston, London, Buenos Aires and Tokyo.
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