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Akzo Nobel N.V. M&A Activity 2007

Dec 14, 2007

3806_iss_2007-12-14_a888444f-f848-4049-bb66-15fc405a4730.pdf

M&A Activity

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Akzo Nobel secures regulatory approvals for ICI acquisition

Amsterdam, the Netherlands, December 14, 2007 — The European Commission has today approved Akzo Nobel's merger clearance request with regard to its proposed acquisition of Imperial Chemical Industries (ICI). The transaction has also been cleared by the Canadian Competition Bureau and has already been cleared by the U.S. Federal Trade Commission (FTC).

In granting clearance, both the EU and Canadian authorities have accepted a commitment package from Akzo Nobel involving the divestment of a number of Decorative Coatings businesses, which together had 2006 revenues of around EUR 300 million. Upon completion of the deal, the enlarged Akzo Nobel group will have pro forma combined revenues of approximately EUR 15 billion.

The intended Decorative Coatings divestments are as follows. For the UK and Ireland, Akzo Nobel has committed to divesting the manufacturing and warehouse sites in Darwen, Hull, Warrington, Dublin and Belfast; its Crown Decorator Centre network; and the Crown®, Crown Trade®, Berger®, MacPherson®, Permoglaze® and Sandtex® brands. Furthermore, the arrangement for the UK market includes the company's export activities to Cyprus related to these brands. Akzo Nobel has also committed to granting a license to the buyer for the use of its Sadolin® brand in the UK and Ireland for a period of five years.

For the Belgian market, Akzo Nobel has committed to divesting its DeKeyn® and Linitop® brands, as well as granting a license to the buyer for the use of its Sadolin® brand in Belgium for five years.

In Canada, the company will sell a factory in Etobicoke, Ontario, along with its Para® and Crown Diamond® brands.

Said Akzo Nobel CEO Hans Wijers: "We will be making every effort to ensure that these excellent businesses are transferred to the most appropriate new owners who will build on the successes that these activities have already achieved."

Following receipt of the approvals, the timetable for the proposed acquisition of ICI remains as previously announced. Accordingly, it is expected that the court hearing to sanction the ICI scheme of arrangement will take place on December 17, 2007 and that the court hearing to confirm the associated reduction of capital will take place on December 20, 2007. Akzo Nobel expects the acquisition to be completed on January 2, 2008.


Akzo Nobel nv Strawinskylaan 2555 P.O. Box 75730 1070 AS Amsterdam The Netherlands Tel +31 20 502 78 33 Fax +31 20 502 76 04

Note to editors

Akzo Nobel is a Fortune Global 500 company and is listed on the Euronext Amsterdam stock exchange. It is also the Chemicals industry leader on the Dow Jones Sustainability Indexes and is included on the FTSE4Good Index. Based in the Netherlands, we are a multicultural organization serving customers throughout the world with coatings and chemicals products. We employ around 43,000 people and conduct our activities in these two segments, with operating subsidiaries in more than 80 countries. Consolidated revenues for 2006 totaled EUR 10 billion. The financial results for the fourth quarter and full year will be published on March 6, 2008 (preliminary date).

Internet: www.akzonobel.com

Not for publication – for more information

Akzo Nobel nv Corporate Media Relations, tel. +31 20 502 7833 Contact: Tim van der Zanden

Safe Harbor Statement

This press release contains statements which address such key issues as Akzo Nobel's growth strategy, future financial results, market positions, product development, 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, 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 latest Annual Report, a copy of which can be found on the company's corporate website www.akzonobel.com.

This press release does not constitute an offer or invitation to sell, purchase or subscribe for any securities, or the solicitation of an offer to buy or subscribe for securities, in any jurisdiction (including the United States, the Netherlands and the United Kingdom). The proposed acquisition of ICI referred to in this press release relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement under English company law (the "Scheme"). The proposals effected by means of a Scheme are not subject to the tender offer rules under the US Securities and Exchange Act of 1934 (the "Exchange Act"). Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the Exchange Act. If Akzo Nobel exercises its right to implement the acquisition of the ICI shares (including in the form of ICI ADSs) by way of a takeover offer, the offer will be made in compliance with applicable US tender offer and securities laws and regulations and all applicable rules and regulations of any other jurisdiction in as far as required.

Any loan note which may be issued in connection with the Scheme has not been, and will not be, listed on any stock exchange and has not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the applicable securities laws of any state, district, territory or other jurisdiction of the United States, Canada, Australia, Japan, New Zealand or the Netherlands. No prospectus in relation to the loan notes has been, or will be, lodged with or registered by the Australian Securities and Investments Commission, the Japanese Ministry of Finance, the Companies Office in New Zealand or the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten), and no steps have been, or will be, taken to enable the loan notes to be offered in compliance with the applicable securities laws of any state, district, territory or other jurisdiction of the United States, Canada, Australia, Japan, New Zealand or the Netherlands, and no regulatory clearances in respect of the loan notes have been, or will be, applied for in any other jurisdiction. Accordingly, the loan notes have not been and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from the United States, Canada, Australia, Japan, New Zealand, the Netherlands or any other jurisdiction in which an offer of loan notes would constitute a violation of relevant laws or require registration of the loan notes or to, or for the account or benefit of, any person in these jurisdictions.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in one per cent or more of any class of "relevant securities" of ICI, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of ICI, they will be deemed to be a single person for the purposes of Rule 8.3 of the Code.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of ICI by Akzo Nobel or ICI, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8 of the Code, you should consult the Panel.