Arch Chemicals, Inc. Makes Offer for Hickson International PLC.Business Editors NORWALK, Conn.--(BUSINESS WIRE)--July 6, 2000 ACQUISITION STRENGTHENS ARCH'S POSITIONS IN BIOCIDES AND PERFORMANCE URETHANES AND EXPANDS GLOBAL INFRASTRUCTURE ARCH CHEMICALS Founded in 1999, Arch Chemicals (NYSE: ARJ) is a biocides company with over a billion dollars in annual sales. It consists of four divisions:
Antonym: dec. . (NYSE NYSE See: New York Stock Exchange : ARJ A compression program for backup archiving from ARJ Software, Inc., Norwood, MA (www.arjsoftware.com). Introduced in the early 1990s and created by Robert Jung (the RJ in ARJ), ARJ never achieved the popularity of PKZIP, although it is considered a worthy competitor. See JAR. ) announced today that it is making a formal cash offer for all of the issued shares of UK-based Hickson International PLC. The offer, which will be unanimously recommended by Hickson's Board of Directors, is for 0.55 pound sterling (pounds) (US $0.84) in cash for each Hickson share. Hickson has approximately 180 million shares outstanding on a fully diluted basis giving the transaction a total equity value of approximately 99 million pounds (approximately US $150 million). Arch will also assume Hickson's net debt of approximately 33 million pounds (approximately US $50 million). The acquisition of Hickson, which will be accounted for as a purchase, is expected to be immediately cash accretive and accretive to Arch's earnings per share in the first full year of results. Arch will finance the acquisition from a new committed $225 million revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility. Hickson manufactures and supplies specialty chemical A Specialty chemical is a chemical produced for a specialized use. They are produced in lower volume than bulk chemicals, of which petrochemicals, made from oil feedstocks, are the most common. However, both are produced in a chemical plant. products and services to customers worldwide. Hickson's operations consist of three businesses -- Wood Protection, Furniture Coatings and Organic Chemicals. The Wood Protection business specializes as a global leader in the protective treatment of wood against decay, insect attack and fire damage and is a leader in the application of biocides to this sector. The Furniture Coatings business specializes in furniture coatings primarily in European markets and utilizes urethane urethane (yoor´ithān´), n ethyl carbamate used as an anesthetic agent for laboratory animals, formerly used as a hypnotic in humans. formulations in over 50% of the products. The Organic Chemicals business is comprised of contract manufacturing for the agricultural herbicide herbicide (hr`bəsīd'), chemical compound that kills plants or inhibits their normal growth. A herbicide in a particular formulation and application can be described as selective or nonselective. market and the production of fine chemicals. Arch noted that Hickson's Organic Chemicals business, which accounts for approximately 30% of Hickson's sales, is not a strategic fit. Accordingly, Arch intends to sell the Organic Chemicals business within one year after the successful completion of the acquisition of Hickson. Michael E. Campbell, Chairman and Chief Executive Officer of Arch said, "We are extremely pleased that Hickson will become part of Arch and look forward to realizing the potential of this winning combination. This acquisition strengthens our already significant position in the high-growth Biocides and Performance Urethanes marketplaces and is the right opportunity to expand our international operations Internal Operations (I.O., IO or I/O) is a fictional American Intelligence Agency in Wildstorm comics. It was originally called International Operations. I.O. first appeared in WildC.A.T.S. volume 1 #1 (August, 1992) and was created by Brandon Choi and Jim Lee. . The resulting entity enhances our present capability of serving major customers on a global basis. Hickson's managerial philosophy and culture are similar to Arch. This will enable us to efficiently integrate the organization into Arch and rapidly capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the synergies and growth opportunities we have identified," Mr. Campbell added. John Markham Sir John Markham (d. 1479) was an English judge and Chief Justice of the King’s Bench Origins Markham was the son of John Markham, a judge of the Common Pleas, by either his first or second wife. , Chief Executive Officer of Hickson, said, "Arch is a respected specialty chemicals company, and this combination represents a great opportunity for Hickson and its employees. We look forward to a rapid completion of the transaction and to working with Arch to ensure the smoothest transition possible." For the year ended December 31, 1999, the Wood Protection and Furniture Coatings businesses reported sales and PBIT (profit before interest and taxes) of 143 million pounds (approximately US $227 million) and 15.4 million pounds (approximately US $24.5 million), respectively, and employs approximately 740 people. Including the results of the Organics business, total reported results for Hickson for the year ended December 31, 1999, were sales of 208 million pounds (approximately US $330 million), profit before interest, taxes and extraordinary items of 8.5 million pounds (approximately US $13.5 million) and the loss per Hickson share was 10.47 pence (US $0.17). Extraordinary items of 21.7 million pounds (approximately US $34.5 million) reported in 1999 related specifically to the Organics business. At December 31, 1999, Hickson had net assets Net assets The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand. net assets See owners' equity. of 73.1 million pounds (approximately US $118.2 million). Hickson currently employs over 1,300 people, approximately three-quarters of whom are non-U.S. based. Pending acceptance by the holders of at least 90 percent of Hickson's shares, as well as certain other conditions and regulatory approval, the transaction is expected to be completed in the late third quarter or early fourth quarter 2000. Arch also announced that its previously approved share repurchase Share Repurchase A program by which a company buys back its own shares from the marketplace, reducing the number of outstanding shares. This is usually an indication that the company's management thinks the shares are undervalued. program was suspended pending completion of the acquisition and its intention to reevaluate the program once the transaction is complete. Under the program, Arch as of the end of the first quarter had repurchased 804,000 shares out of the 1.2 million shares authorized Shares authorized The maximum number of shares of stock of a company allowed in the articles of incorporation, which may be changed only by a shareholder vote. See: Issued and outstanding. shares authorized See authorized capital stock. to be repurchased. With 1999 sales of approximately $900 million, Arch Chemicals is a global specialty chemicals company with leadership positions in Microelectronic Chemicals, Water Chemicals and Performance Chemicals. Arch serves world leaders For a list of heads of state, see . World leaders is a MMORPG. The game involves creating a state, joining an alliance and going into war. It is mostly played by players from Israel, China, USA, Britain, Brazil and Saudi-Arabia. in these key markets with forward-looking solutions to meet their chemical needs. Arch employs over 3,000 individuals worldwide and has manufacturing capabilities in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , South America, Europe, Asia and Africa. Except for historical information contained herein, the information set forth in this communication contains forward-looking statements that are based on management's beliefs, certain assumptions made by management and management's current expectations, estimates and projections about the markets and economy in which Arch and its various businesses operate. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "opines Opines are low molecular weight compounds found in plant crown gall tumors produced by the parasitic bacterium Agrobacterium. Opine biosynthesis is catalyzed by specific enzymes encoded by genes contained in a small segment of DNA (known as the T-DNA, for 'transfer DNA') ," "plans," "predicts," "projects," "should," "targets," "will," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors") which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expected or forecasted in such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. Future factors which could cause actual results to differ materially from those discussed include but are not limited to: general economic and business and market conditions, lack of moderate growth in the U.S. economy or even a slight recession in 2000; the continued recovery of economic conditions in Asia; customer acceptance of new products, efficacy of new technology, changes in U.S. laws and regulations, increased competitive and/or customer pressure; the Company's ability to maintain chemical price increases; higher-than-expected raw material costs for certain chemical product lines; increased foreign competition in the calcium hypochlorite calcium hypochlorite n. A white crystalline solid used as a bactericide, fungicide, and bleaching agent. markets; continued improvement in the semiconductor industry; unfavorable court, arbitration or jury decisions, the supply/demand balance for the Company's products, including the impact of excess industry capacity; failure to achieve targeted cost reduction programs; unsuccessful entry into new markets for electronic chemicals; capital expenditures in excess of those scheduled; environmental costs in excess of those projected; and the occurrence of unexpected manufacturing interruptions/outages at the customer's or company plants. Further information can be found in Arch's filings with the Securities and Exchange Commission. |
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