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MacDermid agrees to sell company to CEO and investor group

Monday, December 18, 2006

Press release from the issuing company

DENVER--Dec. 15, 2006 -- MacDermid, Incorporated, a specialty chemical manufacturer located in Denver, Colorado, announced today that it has signed a definitive merger agreement under which Daniel H. Leever, its Chairman and Chief Executive Officer, and investment funds managed by Court Square Capital Partners and Weston Presidio will acquire MacDermid in a transaction valued at over $1.3 billion, including the assumption or repayment of approximately $301 million of debt. Joseph Silvestri, managing partner of Court Square Capital Partners, is a director of MacDermid and is involved in the merger. Under the terms of the agreement, MacDermid stockholders will receive $35.00 in cash for each share of MacDermid common stock they hold. The purchase price represents a premium of approximately 21 percent over $28.82, the closing price on September 1, 2006, the last trading day before the Investor Group made its proposal to acquire MacDermid, and approximately 28 percent over the 30 day average closing price leading up to that date. The Board of Directors of MacDermid, on the unanimous recommendation of a Special Committee comprised entirely of independent directors, has approved the merger agreement and has resolved to submit it to MacDermid's stockholders for their approval. The transaction is expected to be completed in the first half of 2007, subject to receipt of MacDermid stockholder approval and regulatory approvals, as well as satisfaction of other customary closing conditions. Mr. Leever said, "We are proud to partner with Court Square and Weston Presidio, each of which has an outstanding reputation and proven records of success. They are committed to working with us in continuing to build MacDermid and provide long-term solutions that deliver value to our customers. They understand our business, share our mindset, and have expressed an interest in investing additional capital to further fund the business and acquisitions. They will be strong partners moving forward." Commenting further on the transaction, Mr. Leever said, "Our success is driven by the ongoing efforts of our 2,900 employees around the world. I want to thank them for their efforts and assure them we will remain true to our corporate philosophy. We will continue to focus on sustaining profitable growth by delivering outstanding products to customers." The transaction will be financed through a combination of equity contributed by Mr. Leever and investment funds managed by Court Square Capital Partners and Weston Presidio, and debt financing provided by Credit Suisse Securities (USA) LLC. There is no financing condition to the obligations of the group of investors led by Mr. Leever to consummate the transaction. Mr. Silvestri said, "Court Square is pleased to have the opportunity to invest alongside Dan Leever and the management team at MacDermid, all of whom we have known for a very long time. We believe the Company is extremely well positioned to continue to grow both internally and externally." Merrill Lynch & Co. is acting as financial advisor to the Special Committee and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to the Special Committee. Merrill Lynch has delivered a fairness opinion to the Special Committee. Credit Suisse is acting as financial advisor to the private equity investors and Dechert LLP is acting as legal advisor to the private equity investors and Mr. Leever.

 

 

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