Crompton & Knowles and Uniroyal Chemical agree to merge.STAMFORD AND MIDDLEBURY, Conn.--(BUSINESS WIRE)--May 1, 1996-- Crompton & Knowles Corp. and Uniroyal Chemical Corp. announced today that they had signed a definitive merger agreement. The transaction has been approved by the boards of directors of Crompton & Knowles and Uniroyal Chemical, and is subject to the approval of shareholders of both companies. The combined company will have sales of approximately $1.7 billion. Under the terms of the agreement, each share of Uniroyal Chemical common stock will be exchanged for common stock of Crompton & Knowles valued at $15.00 per Uniroyal Chemical share based on the average price of Crompton & Knowles's stock over a 20-day period prior to the mailing of proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other . However, Crompton & Knowles will issue no more than 1.1111 shares, nor less than 0.9091 shares, for each share of Uniroyal Chemical common stock. The tax-free transaction will be accounted for as a pooling of interests Pooling of Interests An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together. Notes: The opposite of pooling of interests is the purchase acquisition method. and is expected to close in this year's third quarter. The aggregate value of the transaction is approximately $1.4 billion. The combined company will be known as Crompton & Knowles, and will be led by Vincent A. Calarco, chairman, president and chief executive officer of Crompton & Knowles. Robert J. Mazaika, Uniroyal Chemical's chairman, president and chief executive officer is retiring from active management and will become Crompton & Knowles's vice chairman. In announcing the agreement, Calarco said: "The combination is additive to shareholder value immediately. Prior to any merger related synergies, we expect double digit Noun 1. double digit - a two-digit integer; from 10 to 99 integer, whole number - any of the natural numbers (positive or negative) or zero; "an integer is a number that is not a fraction" improvements in earnings per share in 1996 and 1997. The transaction will greatly enhance the company's long-term growth from a broadened business base and balance sheet deleveraging." "All constituencies will benefit in this transaction -- shareholders, lenders, associates, customers and suppliers," stated Mazaika, chairman of Uniroyal Chemical. "With the combined strengths of the two companies, led by proven management, the outlook is excellent." Crompton & Knowles said that in view of the combined company's debt position, it has concluded that shareholders, lenders, employees, customers and suppliers will be best served by repaying debt in order that investment grade status may be achieved as rapidly as possible. To this end, Crompton & Knowles has stated that it intends to reduce its dividend to five cents per share Cents per share The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned. annually, payable in May. The combination with Uniroyal Chemical will enable Crompton & Knowles to expand its role as an industry leader in specialty chemicals 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. . Crompton & Knowles, with 1995 sales of $666 million, is North America's largest producer of dyes for textiles, and also produces specialty food and pharmaceutical ingredients. It is a recognized world leader in extrusion systems, industrial blow molding equipment and related electronic controls for the plastics industry. Uniroyal Chemical had sales of $1.1 billion in 1995 and has three core lines of business with leading market positions. Chemicals and polymers include rubber chemicals, EPDM EPDM Ethylene-Propylene-Diene-Monomer EPDM Enterprise Product Data Management EPDM Ethylene Propylene Dimonomer (industrial/commercial piping/plumbing components) EPDM Engineering Product Data Management and nitrile rubber Nitrile rubber, or Buna-N,is a synthetic rubber copolymer of acrylonitrile (ACN) and butadiene. Some trade names are: Nipol, Krynac and Europrene. for automotive, industrial and construction applications. Crop protection chemicals include miticides, seed treatment, growth regulants and fungicides This page aims to list well-known chemical compounds, to stimulate the creation of Wikipedia articles. This list is not necessarily complete or up to date – if you see an article that should be here but isn't (or one that shouldn't be here but is), please update the page . Specialties include additives for plastics, petroleum and petrochemical industries and urethane urethane (yoor´ithān´), n ethyl carbamate used as an anesthetic agent for laboratory animals, formerly used as a hypnotic in humans. prepolymers for abrasion abrasion /abra·sion/ (ah-bra´zhun) 1. a rubbing or scraping off through unusual or abnormal action; see also planing. 2. a rubbed or scraped area on skin or mucous membrane. resistant applications in industrial and consumer markets. CONTACT: Peter Barna Crompton & Knowles Corp. 203/353-5432 or Yanis Bibelnieks Bibelnieks Associates 212/949-2295 or Gene Donati Clark & Weinstock 212/953-2550 or Alexander R. Castaldi Uniroyal Chemical Corp. 203/573-3239 |
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