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Henkel KGaA

Henkel takes further step towards acquisition of National Starch businesses

Düsseldorf (euro adhoc) -

Agreement reached on transaction value
  ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for
  the content of this announcement.
companies/Akzo Nobel
Düsseldorf, August 6, 2007
Agreement reached on transaction value
Henkel takes further step towards acquisition of
National Starch businesses
Henkel has reached an agreement with Akzo Nobel on the value of  a  
back-to-back transaction. The transaction envisages that Henkel will 
acquire  the  adhesives and electronic materials businesses of 
National Starch, a subsidiary company  of ICI. The agreed transaction
value  is  2.7  billion  GBP  (close  to  4  billion euros). The 
signing of the  back-to-back  agreement  is  still  subject  to  the 
approval of the Henkel Shareholders' Committee. The transaction  is  
conditional on the successful completion of the takeover of ICI by 
Akzo Nobel.
"With this agreement,  we  have  taken  a  major  step  towards  the 
successful conclusion of the planned acquisition. We consider the 
agreed transaction  value to be a fair price, since the new 
businesses offer  exceptional  complementarity with our portfolio," 
says Ulrich Lehner, Chairman of  the  Management  Board  of Henkel.  
"Moreover,  we  expect  significant   synergies   and   a   
substantial improvement of our growth  and  profit  prospects  to  
arise  from  the  planned combination."
Düsseldorf - Henkel KGaA and Akzo Nobel  N.V.,  Arnhem,  The  
Netherlands,  have reached an agreement on the value of a 
back-to-back  transaction  on  August  6, 2007. The transaction 
envisages that  Henkel  will  acquire  the  adhesives  and electronic
materials  businesses  of  National  Starch  and  Chemical  Company, 
Bridgewater, N.J., USA, a  subsidiary  company  of  ICI  plc,  
London,  UK.  The transaction value of these businesses is 2.7 
billion GBP  (close  to  4  billion euros). Signing of the  agreement
on  the  back-to-back  transaction  is  still pending. It is intended
to execute the agreement, which is still subject to  the approval of 
the  Henkel  Shareholders'  Committee,  immediately  prior  to  the 
announcement of a formal offer  by  Akzo  Nobel  for  ICI.  The  
transaction  is conditional on the successful completion of the 
takeover of ICI by Akzo Nobel.
With this acquisition, Henkel would strengthen its existing leading 
position  in the global adhesives  market,  particularly  in  the  
industrial  business.  The National Starch businesses to be acquired 
realized sales of about  1.26  billion GBP (about 1.85  billion  
euros)  in  2006  and  would  increase  sales  of  the Adhesives 
Technologies business sector to  approximately  7.3  billion  euros  
- around half the total sales of Henkel.
Strategic fit The businesses to be acquired from National Starch  
offer  high  complementarity with the existing  Henkel  portfolio  of
the  Adhesives  Technologies  business sector.  This  applies  with  
regard  to  the   exceptional   geographical   and technological as 
well  as  market  segment  complementarity  of  the  respective 
businesses.
Significant synergies Henkel expects significant synergies to arise 
from this combination  of  240  to 260 million euros per  year.  The 
main  portion  would  be  derived  from  cost synergies. Due to the 
complementary  businesses,  Henkel  also  expects  revenue synergies.
Henkel anticipates that, following the  closing  of  the  acquisition
and  adjusted  for  restructuring  costs,  the  transaction  will  be
earnings accretive in the first year.
Solid financing structure To finance the acquisition, Henkel is 
considering a combination of  debt  and/or equity capital and/or  the
possible  divestiture  of  non-core  assets.  It  is Henkel's 
declared aim to retain a  rating  in  the  "A"  category.  The  
planned acquisition will improve Henkel's cash flow position enabling
a rapid  reduction of debt despite the associated restructuring 
costs.
For more than 130 years, Henkel has been a leader with brands  and  
technologies that make people's lives easier, better and more 
beautiful. Henkel  operates  in three business areas - Home Care, 
Personal Care, and  Adhesives  Technologies  - and ranks among the  
Fortune  Global  500  companies.  In  fiscal  2006,  Henkel generated
sales of 12.740 billion euros and operating profit  of  1,298  
million euros. Our 52,000 employees worldwide are dedicated to 
fulfilling our  corporate claim, "A Brand like a Friend," and  
ensuring  that  people  in  more  than  125 countries can trust in 
brands and technologies from Henkel.
This document  contains  forward-looking  statements  which  are  
based  on  the current estimates and assumptions made by the  
corporate  management  of  Henkel KGaA. Forward-looking statements 
are characterized by the use of words  such  as expect, intend, plan,
predict, assume, believe, estimate, anticipate, etc.  Such statements
are not to be understood  as  in  any  way  guaranteeing  that  those
expectations will turn out to be accurate. Future performance  and  
the  results actually achieved by Henkel KGaA  and  its  affiliated  
companies  depend  on  a number of risks and uncertainties and may 
therefore differ materially  from  the forward-looking statements. 
Many of these factors are outside  Henkel's  control and cannot be 
accurately estimated in  advance,  such  as  the  future  economic 
environment  and  the  actions  of  competitors  and  others  
involved  in   the marketplace. Henkel neither plans nor undertakes 
to update  any  forward-looking statements.
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. -----------------------
[pic]
end of announcement                               euro adhoc 06.08.2007 11:14:03

Kontakt:

Henkel Unternehmenskommunikation

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Telefon: +49-211-797-3533
Telefax: +49-211-798-2484

Lars Witteck
Telefon: +49-211-797-2606
Telefax: +49-211-798-9208

Wulf Klüppelholz
Telefon: +49-211-797-1875
Telefax: +49-211-798-9208

press@henkel.com
http://henkel.de/presse

Branche: Consumer Goods
ISIN: DE0006048408
WKN: 604840
Index: DAX, HDAX, Prime All Share, CDAX
Börsen: Börse Frankfurt / official dealing/prime standard
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