Lonza Commences Tender Offer to Acquire All of the Outstanding Shares of Arch Chemicals, Inc. for USD 47.20 Per Share
15 Luglio 2011 - 8:23PM
Lonza Group Ltd (SIX:LONN) today announced that an indirect wholly
owned subsidiary of Lonza, LG Acquisition Corp., has commenced
the previously announced offer to acquire all of the outstanding
shares of common stock of Arch Chemicals, Inc. (NYSE:ARJ) at a
price of USD 47.20 per share, net to the seller in cash, without
interest and less any required withholding of taxes. Lonza and Arch
Chemicals announced on 11 July 2011 the signing of a definitive
merger agreement pursuant to which the tender offer would be made.
The board of directors of Arch Chemicals has unanimously
approved the terms of the merger agreement and recommended that
Arch Chemicals shareholders tender their shares pursuant to the
tender offer.
Today, Lonza and LG Acquisition Corp. are filing a tender offer
statement on Schedule TO (including an offer to purchase, form of
letter of transmittal and related tender offer documents) with the
U.S. Securities and Exchange Commission (the "SEC"), and
Arch Chemicals is filing with the SEC a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer.
The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on August 11, 2011, unless the tender offer is
extended or earlier terminated in accordance with the terms of the
merger agreement and the applicable rules and regulations of the
SEC. Any extension of the tender offer will be followed as promptly
as practicable by public announcement thereof, and such
announcement will be made no later than 9:00 a.m. Eastern time
on the next business day after the previously scheduled expiration
date.
The closing of the tender offer is subject to customary terms
and conditions, including the tender of more than two-thirds of
Arch Chemicals' outstanding shares of common stock (on a fully
diluted basis), the expiration or termination of the
Hart-Scott-Rodino Antitrust Improvements Act waiting period and the
consent of European-based antitrust regulatory authorities. The
definitive merger agreement provides for the parties to effect a
merger following the completion of the tender offer, which will
result in all shares not tendered in the tender offer (other than
shares then owned by subsidiaries of Arch Chemicals or shares then
owned by Lonza or any of its subsidiaries) being converted into the
right to receive USD 47.20 per share, net to the holder in cash,
without interest and less any required withholding of taxes.
MacKenzie Partners, Inc. is the information agent for the tender
offer.
About Lonza
Lonza is one of the world's leading suppliers to the
pharmaceutical, healthcare and life science industries. Products
and services span its customers' needs from research to final
product manufacture. It is the global leader in the production and
support of active pharmaceutical ingredients both chemically as
well as biotechnologically. Biopharmaceuticals are one of the key
growth drivers of the pharmaceutical and biotechnology industries.
Lonza has strong capabilities in large and small molecules,
peptides, amino acids and niche bioproducts which play an important
role in the development of novel medicines and healthcare products.
In addition, Lonza is a leader in cell-based research, endotoxin
detection and cell therapy manufacturing. Furthermore, the company
is a leading provider of value chemical and biotech ingredients to
the nutrition, hygiene, preservation, agro and personal care
markets.
Lonza is headquartered in Basel, Switzerland and is listed on
the SIX Swiss Exchange. In 2010, the company had sales of CHF 2.680
billion. Further information can be found at
http://www.lonza.com.
About Arch Chemicals
Headquartered in Norwalk, Connecticut (USA), Arch Chemicals,
Inc. is a global Biocides company with annual sales of over USD 1
billion. Arch and its subsidiaries provide innovative,
chemistry-based and related solutions to destroy or to selectively
inhibit the growth of harmful microorganisms. The Company is
concentrated in the areas of water treatment, personal care, health
and hygiene, industrial preservation and protection, and wood
treatment. Arch Chemicals operates in two segments:
Biocides Products and Performance Products. Together with its
subsidiaries, Arch has approximately 3,000 employees and
manufacturing and customer-support facilities in North and South
America, Europe, Asia, Australia and Africa. For more information,
visit the Company's Web site at http://www.archchemicals.com.
Additional Information
This announcement is not a recommendation, an offer to purchase
or a solicitation of an offer to sell shares of Arch Chemicals. LG
Acquisition Corp. will file a tender offer statement on Schedule TO
with the U.S. Securities and Exchange Commission, and
Arch Chemicals will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the tender offer.
Investors and Arch Chemicals shareholders are strongly
advised to carefully read the tender offer statement (including the
offer to purchase, the letter of transmittal and the related tender
offer documents) and the related solicitation/recommendation
statement when they become available, as well as any other relevant
documents filed with the SEC when they become available, because
they will contain important information. Investors and
Arch Chemicals shareholders may obtain a free copy of the tender
offer statement, the solicitation/recommendation statement and
other documents (when available) filed with the SEC at the SEC's
website at www.sec.gov. The tender offer statement and other
documents that LG Acquisition Corp. files with the SEC may also be
obtained from Lonza free of charge by directing a request to
investor.relations@lonza.com. In addition, the tender offer
solicitation/recommendation statement and other documents filed by
Arch Chemicals with the SEC may be obtained from Arch Chemicals
free of charge by directing a request to
mefaford@archchemicals.com.
Forward-Looking Statements: Statements in this press release
regarding the proposed transaction between Lonza and Arch
Chemicals, the expected timetable for completing the transaction,
the potential benefits of the transaction, and any other statements
about management's future expectations, beliefs, goals, plans or
prospects constitute forward-looking statements. Any statements
that are not statements of historical fact (including statements
containing the words "believes," "plans," "anticipates," "expects,"
"estimates" and similar expressions) should also be considered to
be forward-looking statements. There are a number of important
factors that could cause actual results or events to differ
materially from those indicated by such forward-looking statements,
including: uncertainties as to the timing of the tender offer and
merger; uncertainties as to how many shareholders will tender their
stock in the offer; the possibility that various closing conditions
for the transaction may not be satisfied or waived; and the effects
of disruption from the transaction making it more difficult to
maintain relationships with employees, customers, and other
business partners; and other risks and the other factors described
in Arch Chemicals' Annual Report on Form 10-K for the year ended
December 31, 2010 filed with the SEC. Except as otherwise required
by law, Arch Chemicals disclaims any intention or obligation to
update any forward-looking statements as a result of developments
occurring after the date of this press release.
CONTACT: Lonza Group Ltd
Head Corporate Communications
Dominik Werner
Tel +41 61 316 8798
Fax +41 61 316 9798
dominik.werner@lonza.com
Investor Relations
Dirk Oehlers
Tel +41 61 316 8540
Fax +41 61 316 9540
dirk.oehlers@lonza.com
Media Relations
Melanie Disa
Tel +1 201 316 9413
Fax +1 201 696 3533
melanie.disa@lonza.com
Arch Chemicals, Inc.
Investor Relations & Corporate Communications
Mark E. Faford
Tel +1 203 229 3820
Fax +1 203 229 3507
mefaford@archchemicals.com
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