Media Release - Clariant

Clariant International Ltd
Rothausstrasse 61
CH-4132 Muttenz 1, Switzerland
Corporate Communications
Tel. +41 61 469 69 69
Fax +41 61 469 69 99
Investor Relations
Tel. +41 61 469 67 40/47
Fax +41 61 469 67 67
http://www.clariant.com January 24, 2000
Summary
Media Release
Not for release, publication or distribution in or into the United States, Canada, Australia or Japan
Clariant AG
Recommended Cash Offer
By Clariant PLC
for
BTP plc
• The Boards of Clariant AG (“Clariant”) and BTP plc ("BTP") announce the terms of a recommended cash
offer for the entire issued and to be issued ordinary share capital of BTP (the “Offer”). The Offer will be
made by Wasserstein Perella & Co. on behalf of Clariant PLC, a wholly owned subsidiary of Clariant.
• The Offer:
− is 600 pence in cash for each BTP share;
− values BTP’s fully diluted ordinary share capital at approximately £ 1.08 billion;
− represents a premium of 72.7 per cent. over the closing middle market price of 347.5 pence per
BTP Share on 18 January 2000 (the business day before the announcement by BTP that it was in
discussions with Clariant);
− represents a premium of 13.7 per cent. over the closing middle market price of 527.5 pence per
BTP share on 21 January 2000 (the business day before the announcement of the Offer);
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− represents a multiple of 28.0 times BTP’s earnings per share for the financial year ended 31
March 1999; and
− includes a loan note alternative.
• Clariant PLC has received irrevocable undertakings from the directors of BTP to accept the Offer in
respect of 311,475 BTP Shares, representing approximately 0.18 per cent. of BTP’s issued ordinary share
capital. These undertakings are binding even if a competing offer is announced by a third party.
• Clariant is headquartered in Muttenz, Switzerland and has a market capitalisation of approximately £ 3.9
billion (CHF 10.4 billion). It is one of the largest global specialty chemical companies, with 1998 sales of
approximately £ 3.6 billion (CHF 9.5 billion). Clariant employs approximately 30,000 people worldwide.
• Through its fine chemicals division BTP manufactures pharmaceutical and agrochemical intermediates
and active ingredients, and specialty chemicals for electronics and personal care. Its performance
chemicals division manufactures biocides, leather chemicals and a range of other products. In the
financial year ended 31 March 1999, BTP's audited consolidated turnover was £ 374 million and
operating profit was £ 58 million (before amortisation of goodwill). BTP employs approximately 2,800
people world-wide.
Life Science Intermediates
• The combination of Clariant's Life Science Intermediates business with BTP's complementary fine
chemicals division will create a leading global supplier of intermediates and active ingredients to the
pharmaceutical and agrochemical industries with sales of approximately £ 340 million (CHF 900 million).
• Clariant's expanded Life Science Intermediates business will have an infrastructure including state-ofthe-art
manufacturing facilities on four continents. The acquisition will extend Clariant's cGMP (current
Good Manufacturing Practice) capacity to North America and strengthen its capabilities in Europe.
• The enlarged Life Science Intermediates business will have a strong pipeline of new products which
Clariant estimates have additional sales potential within three years of over £ 190 million (CHF 500
million).
• The acquisition will significantly improve Clariant's ability to supply a broad range of intermediates and
active ingredients to the pharmaceutical industry and add to its existing agrochemicals business. BTP,
with approximately 40 per cent. of its sales in North America, also increases Clariant's presence in this
important market.
• Following the completion of the Offer, Clariant is expected to become a strategic supplier to most of the
leading global pharmaceutical and agrochemical companies.
• The transaction represents a highly complementary combination of both companies' core technologies
and chemical competencies in Life Science Intermediates. Through it Clariant is also acquiring several
new technologies, including certain biological processes, that will increase Clariant's already extensive
expertise in complex chemistry.
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Specialty Chemicals
• Clariant will become a strong player in leather chemicals. Clariant's dyes and finishing products will be
complemented by BTP's wet end chemicals to provide a complete range of leather chemicals. The two
groups already have joint development projects in this segment and now see significant global
opportunities to grow this business.
• Clariant intends to deploy its global sales and service network to extend the reach of BTP's biocides and
other performance chemicals businesses, thereby enhancing their growth potential.
Management and Personnel
• Steve Hannam, BTP's Group Chief Executive, has been invited to join the Board of Management of
Clariant.
• David Maddox and Ian McClelland, respective divisional chief executives of BTP's fine and performance
chemicals divisions have been invited to join Clariant in senior management positions.
• Ken Greatbatch, finance director of BTP, will be leaving in due course, subject to the Offer becoming
unconditional.
• The skills and experience of Clariant's existing employees will be broadened by those of BTP's employees
and together they will form the basis for further success.
Earnings
• Clariant expects the acquisition of BTP to be earnings enhancing, before goodwill amortisation, in its first
full year of ownership (ending 31 December 2001).
Quotes
• Announcing the Offer, Rolf W. Schweizer, Chairman & President of Clariant said:
"The combination of BTP and Clariant's fine chemical activities will create one of the leading fine
chemicals businesses in the world. BTP's high quality operations and assets are ready to exploit the
combined companies' excellent pipeline for the supply of pharmaceutical and agrochemical intermediates
and bulk actives. It will also strengthen the combined expertise in custom synthesis.
This is a major step towards achieving our ambitious long-term goals for the company. The acquisition is
fully in line with Clariant's strategy, outlined in 1999, to double the proportion of its business in strategic
growth areas such as Life Science Intermediates within a few years. The complementary product ranges
in the specialties segment will also be of great strategic value."
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• John Ketteley, Chairman of BTP, added:
"The business fit between Clariant and BTP is excellent and their management philosophies are
remarkably similar. Clariant provides good opportunities for the development of BTP's businesses and the
people in them."
Press Enquiries:
Clariant: Reinhard Handte
Chief Operating Officer
Roland Lösser
Chief Financial Officer
Walter Vaterlaus
Media Relations
Philipp Hammel
Investor Relations
+41 61 469 5111
+41 61 469 5111
+41 61 469 6741
+41 61 469 6740
Wasserstein Perella & Co. Howard Covington +44 207 446 8000
Peter Thickett +44 207 446 8000
Alasdair Nisbet +44 207 446 8000
Holborn Public Relations David Bick +44 207 929 5599
Mike Crofts +44 207 929 5599
BTP:
(on 24 January)
John Ketteley
Chairman
Steve Hannam
Group Chief Executive
Warburg Dillon Read Adrian Haxby
Hew Glyn Davies
Alan Norris
Merrill Lynch Philip Yates
Trevor Civyal
Paul Nailer
+44 207 567 8000
+44 207 567 8000
+44 207 567 8000
+44 207 567 8000
+44 207 567 8000
+44 207 628 1000
+44 207 628 1000
+44 207 628 1000
Millham Communications David Millham +44 207 638 7370
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The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or
Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities
or from within the United States, Canada, Australia or Japan. Accordingly, copies of this announcement are
not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States,
Canada, Australia or Japan. Doing so may invalidate any purported acceptance.
Wasserstein Perella & Co. which is regulated in the UK by The Securities and Futures Authority Limited, is
acting for Clariant and Clariant PLC and no one else in connection with the Offer, and will not be responsible
to anyone other than Clariant and Clariant PLC for providing the protections afforded to customers of
Wasserstein Perella & Co., or for giving advice in relation to the Offer.
Kleinwort Benson Securities Limited ("Dresdner Kleinwort Benson"), which is regulated in the UK by The
Securities and Futures Authority Limity, is acting for Clariant and Clariant PLC and no one else in connection
with the Offer, and will not be responsible to anyone other than Clariant and Clariant PLC for providing the
protections afforded to customers of Dresdner Kleinwort Benson, or for giving advice in relation to the Offer.
Warburg Dillon Read, which is regulated in the UK by The Securities and Futures Authority Limited, is acting
for BTP and no one else in connection with the Offer, and will not be responsible to anyone other than BTP
for providing the protections afforded to customers of Warburg Dillon Read, or for giving advice in relation to
the Offer.
Merrill Lynch International, which is regulated in the UK by The Securities and Futures Authority Limited, is
acting for BTP and no one else in connection with the Offer, and will not be responsible to anyone other than
BTP for providing the protections afforded to customers of Merrill Lynch International, or for giving advice in
relation to the Offer.
This announcement, for which Clariant, Clariant PLC and BTP are responsible, has been approved by
Wasserstein Perella & Co. for the purposes of section 57 of the Financial Services Act 1986.
This summary should be read in conjunction with the attached announcement.
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