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Akzo Nobel N.V. — M&A Activity 2006
Apr 5, 2006
3806_iss_2006-04-05_9c2ee88e-06cf-47f2-a9a7-f61f6e4d7939.pdf
M&A Activity
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AKZO NOBEL
PRESS RELEASE
CORPORATE MEDIA RELATIONS
Akzo Nobel makes offer to acquire Sico, Canada's leading coatings company
Arnhem, the Netherlands and Longueuil Quebec, Canada, April 5, 2006 – Akzo Nobel (Euronext Amsterdam: AKY; NASDAQ: AKZOY), the world's largest coatings manufacturer, has made an offer of CAD 20.00 per common share to acquire Sico Inc. (Toronto Stock Exchange TSX: SIC), Canada's leading coatings company.
Sico's two largest shareholders—who own around 34 percent of the company's common shares—have expressed their full support for the deal and have signed a binding commitment to tender their shares under the offer. The Sico Board of Directors has also recommended the offer to its shareholders.
Active in the architectural coatings market for more than 65 years and headquartered in Quebec City, Canada, Sico Inc. develops, manufactures and markets architectural paints including key brands such as Sico®, Para®, and Betonel®, as well as related products such as Mulco® caulking compounds. The company—which also produces and supplies industrial coatings—employs around 1,000 people in Canada, the U.S. and Mexico and achieved record sales in 2005 of CAD 312 million.
"This proposed deal underlines our strong commitment to the company's growth strategy for Coatings, which involves accelerating our acquisition activity and investing in major expansion opportunities to enhance our portfolio and strengthen our global presence," said Akzo Nobel CEO Hans Wijers, who is also the company's Board Member responsible for Coatings.
"With its strong local brands, Sico fits perfectly into Akzo Nobel's current expansion strategy in the architectural segment. The proposed acquisition will provide us with a leading market position in Canada and allow us to grow in this highly attractive market."
Pierre Dufresne, President and Chief Executive Officer of Sico, added: "We welcome the offer from Akzo Nobel, which represents a premium of approximately 44 percent above Sico's average share price over the past four week period. Being part of the world's biggest coatings company will not only boost the profile of our brands, but will also give our employees access to world class expertise and technology. Our customers will also benefit from enhanced products and services, all of which will prove invaluable in terms of building the business and maintaining our growth momentum."
The total price on a fully diluted basis is CAD 295 million (EUR 211 million) representing 9 times EBITDA of Sico in 2005. This amount will include preferred shares which Akzo Nobel will acquire at par value as well as other net debt. Akzo Nobel's offer to acquire Sico is subject to various regulatory approvals and acceptance by shareholders representing $66 \frac{2}{3}$ percent of the outstanding Sico common shares. Akzo Nobel has the necessary funds to finance the all-cash offer, which will be open for a period of 35 days.
Akzo Nobel nv
Velperweg 76
P.O. Box 9300
6800 SB Arnhem
The Netherlands
Tel +31 26 366 43 43
Fax +31 26 366 49 40
It is expected that the circular containing the offer and the Sico Board's recommendation will be sent to shareholders as soon as practicable.
Akzo Nobel – Global Leader in Coatings
Akzo Nobel is the world's largest coatings manufacturer. The company achieved global sales in coatings of EUR 5.56 billion in 2005 and command leading market positions in nearly all its coatings businesses. Akzo Nobel develops, manufactures and markets innovative, high quality products and services for most market segments. The company's extensive portfolio includes decorative paints; products for industrial applications such as powder, wood, coil and specialty coatings; automotive refinishes; marine, protective and aerospace coatings; and coatings related products such as wood and building adhesives. Brands include global and household names such as Crown®, International®, Sikkens®, Interpon®, Levis® and Sadolin®.
Note for the editor
Akzo Nobel is a Global Fortune 500 company and is listed on both the Euronext Amsterdam and NASDAQ stock exchanges. It is also listed on the Dow Jones Sustainability Indexes and FTSE4 Good Index. Based in the Netherlands, we are a multicultural organization serving customers throughout the world with human and animal healthcare products, coatings, and chemicals. We employ around 61,500 people and conduct our activities in four segments – human and animal health, coatings and chemicals – subdivided into 13 business units, with operating subsidiaries in more than 80 countries. Consolidated revenues for 2005 totaled EUR 13.0 billion. The financial results for the first quarter will be published on April 20, 2006.
Internet: www.akzonobel.com
Not for publication – for more information
Akzo Nobel N.V.
Corporate Media Relations, tel. +31 26 366 4343
Contact: Holger Ebbighausen
Safe Harbor Statement*
This press release may contain statements which address such key issues as Akzo Nobel's growth strategy, future financial results, market positions, product development, pharmaceutical products in the pipeline, and product approvals. Such statements should be carefully considered, and it should be understood that many factors could cause forecasted and actual results to differ from these statements. These factors include, but are not limited to, price fluctuations, currency fluctuations, progress of drug development, clinical testing and regulatory approval, developments in raw material and personnel costs, pensions, physical and environmental risks, legal issues, and legislative, fiscal, and other regulatory measures. Stated competitive positions are based on management estimates supported by information provided by specialized external agencies. For a more comprehensive discussion of the risk factors affecting our business please see our Annual Report on Form 20-F filed with the United States Securities and Exchange Commission, a copy of which can be found on the company's corporate website www.akzonobel.com. The 2005 Annual Report on Form 20-F will be available at the end of the second quarter of 2006.
- Pursuant to the U.S. Private Securities Litigation Reform Act 1995.