Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Akzo Nobel N.V. M&A Activity 2007

Oct 1, 2007

3806_iss_2007-10-01_0b91b044-5776-4892-9c63-f04109761275.pdf

M&A Activity

Open in viewer

Opens in your device viewer

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 announces further details of proposed ICI acquisition and Organon BioSciences divestment

Amsterdam, the Netherlands, October 1, 2007 – Akzo Nobel N.V. (Akzo Nobel) has today published the agenda and accompanying Shareholders' Circular for next month's Extraordinary General Meeting of Shareholders.

The Circular relating to the EGM—which is due to be held on November 5, 2007—explains that, subject to the approval of the shareholders of Akzo Nobel and ICI, and certain other conditions precedent, completion of the ICI deal is currently expected to take place on January 2, 2008.

Details are also provided regarding the following:

Cost synergies and additional benefits of ICI acquisition

Management estimates that the operating cost savings and other synergies relating to the ICI paints business will result in a total post-tax net present value benefit of approximately EUR 2.5 billion after implementation costs. In addition to the pre-tax operating cost savings of EUR 280 million per annum announced on August 13, this figure includes preliminary assessments of further synergies amounting to a post-tax net present value benefit of approximately EUR 375 million.

Update on strategic review of Specialty Starches and Specialty Polymers

Akzo Nobel intends to find a new owner for ICI's Specialty Starches activities and plans to retain ICI's Specialty Polymers business.

Update on Organon BioSciences transaction with Schering-Plough

On March 12, 2007, Akzo Nobel announced that it had received an offer for Organon BioSciences from Schering-Plough for approximately EUR 11 billion in cash. The consultation procedures with the relevant employee representative bodies have been completed and the related sale and purchase agreement has been signed. It is expected that the transaction with Schering-Plough will be completed no later than the end of 2007.

Rationale

The Acquisition provides the opportunity to create a global leader in coatings and one of the largest specialty chemicals companies in the world with complementary brands, assets and skills, and leading positions in attractive specialty chemicals markets. The enlarged Akzo Nobel group will benefit from a diversified and broad geographic presence, a

Akzo Nobel nv Strawinskylaan 2555 P.O. Box 75730 1070 AS Amsterdam The Netherlands Tel.: +31 20 502 7833 Fax: +31 20 502 7604 significantly strengthened Decorative Coatings business and highly attractive platforms for growth in emerging markets.

Shareholders' Circular

The Circular contains important information about the Acquisition and all Akzo Nobel shareholders are advised to read it carefully before making any decision on this important matter.

Capitalized terms used but not defined in this announcement have the same meanings as set out in the Shareholders' Circular dated October 1, 2007.

Note: Copies of the Shareholders' Circular, EGM Agenda, and Note to the Agenda are included with this press release.

Note to editors

Akzo Nobel is a Fortune Global 500 company and is listed on Euronext Amsterdam. It is also the Chemicals Industry leader on the Dow Jones Sustainability Indexes and Akzo Nobel is included on the FTSE4Good Index. Based in the Netherlands, we are a multicultural organization serving customers throughout the world with coatings, chemicals and human and animal healthcare products. We employ around 62,000 people and conduct our activities in these four segments, with operating subsidiaries in more than 80 countries. Consolidated revenues for 2006 totaled EUR 13.7 billion. The financial results for the third quarter will be published on October, 23, 2007.

Internet: www.akzonobel.com

Not for publication – for more information

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

Safe Harbor Statement*

This press release and the shareholders' circular to which it relates, including the unaudited illustrative financial information attached thereto, contains certain forward-looking statements which address such key issues as Akzo Nobel's financial condition, growth strategy and expectations for growth, market positions and the plans and objectives of Akzo Nobel with respect to the recommended acquisition of Imperial Chemical Industries PLC ("ICI"), as well as with respect to the sale of several businesses of ICI to Henkel KGaA ("Henkel") and the sale of OBS. These statements may generally, but not always, be identified by the use of words such as "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, price fluctuations, currency fluctuations, 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.

* Pursuant to the U.S. Private Securities Litigation Reform Act 1995.

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.