Hexion Holdings Corporation (“Hexion Holdings” or the “Company”) announced that it has entered into a definitive agreement to be acquired by affiliates of American Securities LLC for $30.00 per share in cash. The transaction is expected to close in the first half of 2022, following and conditioned upon the closing of the Company’s previously announced sale of its Epoxy business to Westlake Chemical Corporation (“Westlake”), shareholder and regulatory approvals and satisfaction of other customary closing conditions. Holders of a majority of the outstanding Hexion Holdings shares have agreed to support the transaction pursuant to voting agreements entered into in connection with the transaction.
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Hexion Holdings net sales for the year-ended December 31, 2020 were $2.5 billion. Pro forma net sales for the same period, reflecting the sale of the Company’s Epoxy Business, would have been approximately $1.4 billion. Post-sale of the Epoxy business, the remaining Hexion business will be a leading global producer of adhesives and performance materials that enable the production of engineered wood products and other growing specialty materials. The Company has 27 manufacturing facilities globally and approximately 1,300 employees.
The transaction delivers substantial value to Hexion Holdings’ shareholders as the purchase price per share represents a 15% premium to the closing price as of December 17, 2021 and a 53% premium to the Company’s closing share price on July 30, 2021, the day prior to its announcement of its ongoing strategic review.
Commenting on the transaction, Craig Rogerson, Chairman, President and Chief Executive Officer, said: “This transaction, along with the pending sale of our Epoxy Business, is the conclusion of a comprehensive evaluation of strategic actions aimed at maximizing value for our shareholders and best positioning the Company for long-term growth. American Securities has a proven track record of partnering with leading companies and its associates to drive collaborative success. Operating under American Securities’ ownership, Hexion Holdings has a bright future and is poised to build on its momentum and continue its record of delivering innovative, high-quality products and service to customers.”
“Hexion is a market leader and leverages deep chemistry and application knowledge to support its customers in diverse end markets,” said Scott Wolff, a Managing Director of American Securities. “The Company is well-aligned with global megatrends, including safety and sustainability requirements and regulations, population growth, and household formation. We are thrilled to partner with Hexion to support the next chapter of the Company’s growth.”
As previously announced on November 24, 2021, the Company entered into a definitive agreement to sell its epoxy-based Coatings and Composite businesses, which includes the epoxy specialty resins and base epoxy resins and intermediates product lines, for approximately $1.2 billion to Westlake. That transaction is expected to close in the first half of 2022, subject to regulatory approvals and other customary closing conditions.
Advisors
Moelis & Company LLC and Morgan Stanley & Co. LLC served as financial advisors to Hexion Holdings, and Davis Polk & Wardwell LLP served as legal counsel.
Lazard served as financial advisor to American Securities, and Kirkland & Ellis served as legal counsel.