Date: 2011-10-20
Type of information: Company acquisition
Acquired company: Arch Chemicals (USA)
Acquiring company: Lonza (Switzerland)
Amount: $ 1.4 billion (€ 0.97,billion)
Terms: On July 11, 2011, Lonza and Arch Chemicals have signed an agreement pursuant to which Lonza has agreed to commence a tender offer for 100 percent of Arch Chemicals’ outstanding shares of common stock at a price of $ 47.20 per share in cash. Lonza’s offer represents a 36.7% premium to Arch Chemicals’ average closing price over the last 30 trading days. Based on the offer price for all the outstanding shares, Arch Chemicals’ enterprise value would be $ 1.4 billion (approximately CHF 1.25 billion – € 0.97,billion). As a result of the tenders, Lonza will own more than 90 percent of the outstanding shares of Arch Chemicals common stock and expects to complete its acquisition of Arch Chemicals through a short-form merger without a vote or meeting of Arch Chemicals’ shareholders. The short-form merger and completion of the acquisition of Arch Chemicals is expected to be completed no later than 21 October 2011. Upon completion of the merger, Arch Chemicals will become an indirect, wholly-owned subsidiary of Lonza. In the merger, each of the approximately 1,046,257 remaining shares of Arch Chemicals common stock not validly tendered in the tender offer will be converted into the right to receive the same $47.20 in cash per share, without interest, that was paid in the tender offer. Lonza Microbial Control, a new business sector formed by the acquisition and led by Jeanne Thoma as previously announced, will provide customers with a complete solutions offer for their microbial control needs.
On September 12, 2011, Lonza announced that it has extended the expiration date for its tender offer to 14th of October 2011. The tender offer is at a price of $47.20 per share in cash, without interest and less any required withholding taxes pursuant to a previously announced merger .
On October 20, 2011, Lonza announced the expiration of the subsequent offering period of the tender offer by Lonza and its indirect, wholly-owned subsidiary LG Acquisition Corp. for all outstanding shares of common stock of Arch Chemicals, Inc. at a price of $ 47.20 per share in cash, without interest and less any required withholding taxes. The subsequent offering period expired at 12:00 midnight, New York City time, on Wednesday, 19 October 2011. BNY Mellon Shareowner Services, the depository for the tender offer, has advised Lonza that, as of the expiration of the subsequent offering period, a total of approximately 24,395,876 shares of Arch Chemicals common stock were validly tendered and not properly withdrawn pursuant to the tender offer during the initial offering period and the subsequent offering period, representing approximately 95.9% of the outstanding shares of Arch Chemicals common stock.
Details: The acquisition significantly strengthens and balances Lonza’s life science portfolio as Lonza’s and Arch Chemicals’ products and technologies are highly complementary. The combined businesses will be able to develop innovative microbial control formulations based on a broad portfolio of registered and approved active ingredients. Lonza’s cash offer is subject to customary conditions including the tendering of more than two-thirds of Arch Chemicals’ outstanding shares of common stock and clearance from antitrust regulatory authorities. Lonza expects to commence the tender offer by 15 July 2011 and to complete the tender offer later in 2011.
Related: Microbial control
