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Second Quarter Chemicals M&A Market Review<br />

Commentary<br />

On this and the following page we provide<br />

statistics regarding transaction activity and<br />

trading levels in the chemicals industry<br />

through the second quarter of 2006. Overall<br />

activity during the quarter was strong,<br />

both in terms of the number of transactions<br />

and deal value.<br />

The largest transaction of the second quarter,<br />

and of the year to date, was announced<br />

on June 22 by Anadarko Petroleum<br />

(NYSE:APC). Anadarko Petroleum offered<br />

$19.1 billion for the take-over of publicly<br />

listed Kerr-McGee (NYSE:KMG), an independent<br />

oil and natural gas exploration and<br />

production company.<br />

M&A Transaction Highlights Q2 2006<br />

BASF AG (DB:BAS) closed its previously<br />

announced acquisition of Engelhard Corporation<br />

for a final value of $5.7 billion. It<br />

represents one of three large acquisitions<br />

BASF completed in the quarter, the other<br />

two being BASF’s acquisition of Degussa<br />

AG’s (DB:DGX) Construction Chemicals<br />

Division for $3.6 billion and BASF’s acquisition<br />

of Johnson Polymer from JohnsonDiversey<br />

Inc. for $478 million.<br />

Other large transactions during the 2nd<br />

quarter 2006 included the acquisition of<br />

Dyno Nobel’s (ASX:DXL) European, Middle<br />

Eastern, African, Asian and Latin American<br />

Business by Orica Ltd. (ASX:ORI), an Australian<br />

manufacturer and supplier of explosives<br />

and mining services, for $685 million.<br />

Date Target Status Buyers/Investors<br />

06/22/2006 Kerr-McGee Corp. (NYSE:KMG) Announced Anadarko Petroleum Corp.<br />

(NYSE:APC)<br />

SOURCE: CapitalIQ, Inc. (division of Standard & Poor’s), public filings<br />

Together with Oranje-Nassau Groep BV<br />

the private equity firm The Carlyle Group<br />

signed an agreement to acquire Stahl International<br />

BV, a Dutch manufacturer of<br />

chemicals and dyes for the processing of<br />

leather, for $667 million. The acquisition is<br />

subject to approval from competition authorities.<br />

“We are optimistic of a<br />

continued strong M&A market<br />

for chemicals in the remainder<br />

of 2006.”<br />

Total Enterprise TEV/<br />

TEV/<br />

Value ($mm) LTM Revenue LTM EBITDA<br />

$ 19,134.5 3.1x 7.1x<br />

06/08/2006 Engelhard Corp. Closed BASF AG (DB:BAS) 5,679.8 1.1x 11.6x<br />

07/03/2006 Degussa AG, Construction Chemicals<br />

Division<br />

05/01/2006 Koor Industries Ltd. (TASE:KOR) Announced Discount Investment Corp. Ltd.<br />

(TASE:DISI)<br />

06/01/2006 Dyno Nobel's European, Middle Eastern,<br />

African, Asian and Latin American Business<br />

05/15/2006 Stahl International BV Announced The Carlyle Group/ Oranje-<br />

Nassau Groep BV<br />

Closed BASF AG (DB:BAS) 3,584.7 1.5x 11.2x<br />

1,253.0 (1) 5.0x 15.0x<br />

Closed Orica Ltd. (ASX:ORI) 685.0 NA NA<br />

667.2 NA NA<br />

06/30/2006 Johnson Polymer Closed BASF AG (DB:BAS) 478.1 1.3x NA<br />

06/20/2006 Huarun Paints Holdings Company Limited Announced Valspar Corp. (NYSE:VAL) 362.5 (2) NA NA<br />

05/01/2006 Emerald Performance Materials LLC Closed Sun Capital Partners 270.0 0.7x NA<br />

06/27/2006 Huntsman Corp., U.S. Butadiene and MTBE<br />

Business<br />

04/25/2006 Sico Inc. (TSX:SIC) Closed Akzo Nobel NV<br />

(ENXTAM:AKZA)<br />

Closed Texas Petrochemicals LP 262.0 0.4x 6.1x<br />

257.4 1.1x 12.4x<br />

(1) Represents the Implied Enterprise Value of Discount Investment Corporation’s agreement to acquire a 35.4% stake in Koor Industries<br />

Ltd. for $443.3 million.<br />

(2) Represents the Implied Enterprise Value of Valspar Corp.’s agreement to acquire an 80.0% stake in Huarun Paints Holdings Company<br />

Limited for $290.0 million.<br />

2 Lincoln International DEALREADER Chemicals Q2 2006

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