Acquisition Solvay Filed Its Friendly Tender Offer for Rhodia

Editor: Gabriele Ilg

Following up on its intention to launch a friendly cash tender offer for Rhodia, Solvay announced it has filed the draft offer document relating to such offer with the French markets authority (the AMF).

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To facilitate a smooth and rapid integration of the two groups, Jean-Pierre Clamadieu, Chairman and CEO of Rhodia, will join Solvay’s Executive Committee in the role of Deputy CEO once the Offer is closed. Jean-Pierre Clamadieu is also intended to succeed Solvay’s current CEO Christian Jourquin (picture) upon his retirement. In this context Jean-Pierre Clamadieu will be proposed for appointment to the board of directors of Solvay at the AGM in May 2012. In addition, Gilles Auffret, COO of Rhodia, will be appointed CEO of Rhodia and member of the Executive Committee of Solvay. (Picture: Solvay)
To facilitate a smooth and rapid integration of the two groups, Jean-Pierre Clamadieu, Chairman and CEO of Rhodia, will join Solvay’s Executive Committee in the role of Deputy CEO once the Offer is closed. Jean-Pierre Clamadieu is also intended to succeed Solvay’s current CEO Christian Jourquin (picture) upon his retirement. In this context Jean-Pierre Clamadieu will be proposed for appointment to the board of directors of Solvay at the AGM in May 2012. In addition, Gilles Auffret, COO of Rhodia, will be appointed CEO of Rhodia and member of the Executive Committee of Solvay. (Picture: Solvay)

Brussels/Belgium – Solvay and Rhodia announce the signing of a framework agreement according to which Solvay will launch a friendly cash Offer for 100% of the share capital of Rhodia. Solvay announced it has filed the draft offer document relating to such offer with the French markets authority (the AMF).

The cash Offer at EUR 31.60 per share (ex dividend of EUR 0.5 per share) values the equity of Rhodia at EUR 3.4 billion and the enterprise value at EUR 6.6 billion, representing a REBITDA multiple of 7.3x1. The Offer represents a premium of 50% compared to the closing price of Rhodia on the 1st of April 2011 and a premium of 44% compared to the average closing share price over the last three months.

The Offer will be launched in France and extended to the United States of America. The transaction has been recommended unanimously by the board of directors of Rhodia.

The creation of a new group will accelerate the shared ambition to create a large global chemical company committed to sustainable development. The new group will capitalize on its large geographic footprint, the quality and balance of its portfolio, its industrial excellence and the solidity of its financial base to fully capture new growth opportunities, especially in high-growth markets.

The new group's strategy is based on the following strengths: 90% of its combined sales2 of EUR 12 billion are realized in businesses where it is already among the top three worldwide. Solvay is a leading company in high performance specialty polymers, in soda ash and hydrogen peroxide, while Rhodia holds leadership positions in specialty materials (silica, rare earths), products for consumer markets (surfactants, natural polymers, acetate tow) and engineering plastics based on polyamide 6.6. Future geographic expansion will be driven by a significant presence in the emerging markets, which already generate 40% of sales of the combined group.

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