CHEMICAL UPDATE

 

FEBRUARY 2015

 

McIlvaine Company

 

 

COMPANY NEWS

WR Grace to Split in Half

Kemira Reports Growth, Improved Profitability

Dow Corning Profits Up for the Year

BASF Plans Worldwide Expansion of PVP Production

MeadWestvaco to Separate Specialty Chemicals Business

 

MERGERS/ ACQUISITIONS

Tronox to Acquire FMC’s Soda Ash Business for $1.64 billion

Kemira Acquires AkzoNobel's Paper Chemical Business

PPG to Acquire Majority Interest in French Aerospace and Automotive Sealants Business

Solvay Completes Purchase of Ryton PPS for $220 million

Lubrizol Completes Acquisition of Weatherford Oilfield Business

Lubrizol Acquires Warwick Chemicals

 

COMPANY NEWS

WR Grace to Split in Half

US speciality chemical manufacturer WR Grace, which emerged from bankruptcy almost exactly a year ago, intends to split into two companies. The split should allow the two segments to allocate investment capital more effectively.

 

The first new offshoot, temporarily dubbed ‘New Grace’, will focus on process catalysts and speciality silica products. It is expected to generate about $1.8 billion in annual sales, with an approximate 70:30 split between catalyst technologies and materials technologies. The second daughter company, ‘New GCP’, will focus on construction products – like dispersants that improve concrete flow, placement and strength – as well as speciality building materials and packaging technology. New GCP is expected to generate $1.5 billion in annual sales, with construction products making up about 75%, and Grace’s Darex packaging business the other 25%.

Kemira Reports Growth, Improved Profitability

Kemira (Helsinki) recently announced results for fourth-quarter and full-year 2014. The company says that revenue remained stable at €547.1 million ($619.4 million) in the quarter compared with €545.2 million in the year-ago period. Operating EBITDA increased by 13% year-on-year (YOY), to €65.3 million, compared with €58.0 million in fourth-quarter 2013, with an improved margin of 12%. The main reason for the improved operating EBITDA was organic revenue growth, driven by higher sales volumes and sales prices.

 

The company's financial targets for 2017 are:

·         revenue EUR 2.7 billion

·         operative EBITDA-% of revenue 15%

·         gearing level <60%.

 

Kemira expects its capital expenditure-to-sales ratio to increase in the next few years from the 2014 level of 6.3%. In addition, Kemira expects its medium-term operative tax rate to be in the range of 22%-25%. This rate excludes non-recurring items.

 

 The basis for growth is the expanding market for chemicals and Kemira's expertise that helps customers in water intensive industries to increase their water, energy and raw material efficiency. The need to increase operational efficiency in our customer industries creates opportunities for Kemira to develop new products and services for both current and new customers. Research and Development is a critical enabler of organic growth for Kemira, providing differentiation capabilities in its relevant markets. Kemira will invest in innovation, technical expertise, and competencies in its selected focus areas.

 

Outlook for 2015

In 2015, Kemira will focus on profitable growth both organically and inorganically. Kemira's revenue in 2015 is expected to increase compared to 2014 and operative EBITDA in 2015 to remain approximately at the same level or increase compared to 2014. The outlook excludes the impact of AkzoNobel paper chemical business (acquisition expected to close in the first quarter of 2015). At closing, AkzoNobel paper chemical business is expected to add revenue of more than EUR 200 million on an annualized basis.

Dow Corning Profits Up for the Year

Dow Corning Corp. reported increased profits and sales for 2014, with its adjusted earnings up 72 percent for the year.

 

The corporation said it earned $513 million last year, with sales of $6.22 billion and an adjusted profit of $522 million.  In 2013, the company made $376 million, or $304 million on an adjusted basis, with sales of $5.71 billion.

 

“In 2014, Dow Corning demonstrated why we lead the silicon-materials industry, as we returned to a trajectory of sales and profit growth despite operating in an oversupplied industry and a significantly volatile marketplace,” said J. Donald Sheets, Dow Corning executive vice president and chief financial officer.

 

“Dow Corning continues to lead the industry in the development of new formulations and applications for silicon-based technologies,” Sheets said. “This commitment to long-term growth, as well as our diligence in maintaining and enhancing our cost-leadership, has positioned us for continued growth and success.”

 

Sheets said Hemlock Semiconductor Group’s polysilicon business continued to have a strong performance in 2014, but there has been a lack of progress in resolving trade disputes in the solar industry.

 

Dow Corning also reported its fourth quarter earnings were $37.2 million on sales of $1.68 billion. When adjusted to exclude certain factors, the corporation earned $204.6 million in the quarter. This compares with the fourth quarter of 2013, which saw a profit of $110 million, or $103 million on an adjusted basis, with sales of $1.59 billion.

 

“The fourth quarter decision to permanently close Hemlock Semiconductor’s Clarksville site, while difficult, will ultimately strengthen Dow Corning’s financial performance by eliminating the significant costs associated with maintaining the site,” Sheets said.

 

The closure led to an adjustment of the company’s earnings for the fourth quarter. Also causing an adjustment was a reduction in the Dow Corning’s implant liability estimate.

 

Sheets said the reduction was made “based on evidence that the total funding required to fund its breast implant settlement program will be substantially lower than the full funding cap set forth in the program. This revised liability reflects today’s best estimate of Dow Corning’s remaining funding obligations.”

BASF Plans Worldwide Expansion of PVP Production

BASF plans to invest up to €56 million in the expansion of its Polyvinylpyrrolidone (PVP) value chain over the next four years. PVP is a polymer which is used in diverse industries, for example the pharmaceutical or the personal and home care sector, mainly due to its binding properties. Through revamping existing plants in Ludwigshafen, Germany and Geismar, Louisiana and introducing the PVP technology at BASF’s site in Shanghai, China, the company will increase its global PVP production capacities by up to 6,000 metric tons. All plants will operate under the highest possible quality standards (current Good Manufacturing Practice). BASF is the inventor and one of the market leaders for PVP.

 

“Our global production network and technology leadership enable us to obtain the highest levels of supply reliability and quality for our customers in multiple industries,” said Michael Heinz, Member of the Board of Executive Directors, BASF SE. “With this investment we are actively participating in the strongly growing PVP market, especially within the pharmaceutical industry,” added Saori Dubourg, President of BASF’s Nutrition & Health division.

 

The polymer PVP can be used in a broad range of applications due to its varied features: It is water soluble, but can also absorb large quantities of water; it is non-irritant to the skin and does not pose a health hazard; it is temperature-resistant, pH-stable, non-ionic and colorless. A majority of BASF’s PVP capacities are destined for the pharmaceutical industry. Under the name Kollidon®, PVP is mainly used as an excipient in tablets with binding and disintegrant functionality. As a binder, it enables the individual active ingredients of a tablet to form a homogenous entity and as a disintegrant it ensures that the tablets break up in liquid and release the active ingredient quickly. The excipient can furthermore be deployed as lyophilisation agent, suspension stabilizer and thickener.

 

In addition to the pharmaceutical industry, PVP-based products are used in the cosmetic, detergent and food sector as well as for technical applications. Luviskol® types are key components in hair styling products to give, for example, styling sprays and gels their setting properties. Sokalan® types are detergent additives, which disperse particulate soil removed from the fibers during the washing process and prevent it from being redeposited on clean fabrics. With regard to the food sector, PVP can be used for the filtration of beer and the treatment of wine (Divergan®). Luvitec® plays an essential role, for example, in the production of membranes for micro- and ultra-filtration, which are employed for dialysis and water filtration. It can also be utilized for special adhesives.

MeadWestvaco to Separate Specialty Chemicals Business

MeadWestvaco Corporation (NYSE: MWV), a global leader in packaging and packaging solutions, announced recently that its board of directors has approved a plan to fully separate its Specialty Chemicals business from the rest of the company. The separation is expected to be executed by means of a tax-free spinoff of the Specialty Chemicals business to MWV shareholders, resulting in two independent, publicly traded companies. The spinoff is expected to be completed by the end of 2015. MWV remains open to other value-creating alternatives for the Specialty Chemicals business throughout this process.

 

“Following a thorough strategic review process, MWV’s board and leadership team determined that a tax-free spinoff of Specialty Chemicals presents the best opportunity to create the greatest value for our shareholders,” said John A. Luke Jr., chairman and chief executive officer, MWV. “The separation of Specialty Chemicals will establish two strong companies that are better positioned to compete and profitably grow in their targeted markets. This action continues our strong record of returning value to our shareholders, which has exceeded $4 billion over the last 10 years.”

 

Mr. Luke continued: “This is an opportunity we have created by executing on a deliberate strategy of building MWV's businesses into packaging and specialty chemicals leaders globally. We are in a strong position to take this next step to maximize value for our shareholders. Our strong commercial progress and improved execution have put our packaging business on a sustainable path toward market-leading margins and growing cash returns. The separation of our Specialty Chemicals business, along with the organizational redesign work we are undertaking, reflects the strong commitment of our management team and board of directors to creating value for our shareholders and establishing a business model that will significantly improve the profitability and cash flow profile of our packaging business.”

 

MWV expects to receive cash from the spinoff that will be used primarily to pay down debt to maintain MWV’s investment grade credit rating. MWV expects to continue to pay a strong dividend, with the final rate to be determined post-separation. The company also will continue to look for opportunities to return capital to shareholders.

 

The Specialty Chemicals business will be well positioned to accelerate profitable growth in its megatrend aligned markets of energy, infrastructure and transportation. The business is a leading provider of performance chemicals used in printing inks, asphalt paving and adhesives, as well as in the agricultural, paper and petroleum industries. The business also produces activated carbon products used in gas vapor emission control systems for automobiles and trucks, as well as applications for air, water and food purification.

 

The Specialty Chemicals business will have greater ability to grow and expand its leadership positions in attractive global markets. The business is expected to extend its ‘best-in-class’ financial performance record with the appropriate capital structure to allow the new company to accelerate the pursuit of attractive profitable growth opportunities. As a stand-alone chemicals company with a strong margin profile, Specialty Chemicals will continue to be a leader among its peers.

 

Bank of America Merrill Lynch and Goldman, Sachs & Co. are serving as financial advisers to MeadWestvaco, and Wachtell, Lipton, Rosen & Katz is serving as legal adviser.

MERGERS/ ACQUISITIONS

Tronox to Acquire FMC’s Soda Ash Business for $1.64 billion

Tronox has reached a deal to acquire FMC’s alkali chemicals, or soda ash, business for $1.64 billion. The transaction is expected to close in the first quarter.

 

FMC, in September 2014, announced plans to acquire crop protection chemicals maker Cheminova (Harboøre, Denmark) for about $1.80 billion and said it would divest soda ash to reduce debt related to the acquisition.

 

FMC is the largest global producer of natural soda ash and has mining and processing facilities located at Green River, WY. Tronox estimates that the business will have contributed about $800.0 million of revenue for 2014.

 

The purchase price will be funded with about $1.00 billion in cash and about $600.0 million of new debt pursuant to signed commitments received from UBS Investment Bank, Credit Suisse, and RBC Capital Markets, Tronox says. The transaction is expected to be significantly accretive to Tronox’s Ebitda, free cash flow, and earnings upon closing.

 

“With its industry-leading position in markets complementary to ours, alkali chemicals brings strong operational and financial performance,” says Tom Casey, chairman and CEO of Tronox. FMC’s soda ash has consistently delivered Ebitda margins in excess of 20% and converted approximately 75% of its Ebitda to free cash flow, Tronox says. The acquisition will boost Tronox sales to about $2.60 billion/year.

Kemira Acquires AkzoNobel's Paper Chemical Business

Kemira has reached an agreement to acquire AkzoNobel's global paper chemicals business. The parties will also enter into a distribution agreement for AkzoNobel's colloidal silica business for retention and drainage applications for the paper industry. The closing of the intended transaction is expected in the first quarter of 2015 and is subject to customary closing conditions, including completion of employee consultation proceedings and approvals of competition authorities in certain countries. The Enterprise Value of the transaction for AkzoNobel's paper chemicals business is EUR 153 million.

 

AkzoNobel's paper chemicals business includes products for retention and sizing, as well as other paper chemicals, including wet strength and coating products. In 2013, revenues of the purchased paper chemicals business were EUR 243 million (EMEA 40%, Americas 30% and APAC 30%). Over 50% of the revenues were related to the packaging board grades. Operative EBITDA of the purchased business in 2013 was EUR 23 million. Kemira expects more than EUR 15 million of annual synergies by the end of 2016 with the acquisition.

 

"Kemira is the global leader in the development, application expertise and supply of chemicals for the pulp and paper industry. This acquisition is a major step in implementing our growth strategy and it significantly enhances our position, especially in the packaging and board industry and strengthens our presence in the Asia-Pacific region. This also demonstrates our commitment to the industry by diversifying our offering to our customers around the world. AkzoNobel's paper chemicals are a great fit for Kemira, and we expect to achieve significant technological and financial business synergies," says Jari Rosendal, Kemira's President and CEO.

 

"We are very pleased to announce this preliminary agreement. Kemira is a well-established player in this market and with the sale of our Paper Chemical business we are following through with our strategy to focus on leading position," commented AkzoNobel CEO Ton Büchner. "This divestment enables our Pulp and Performance Chemicals business to focus on its core activities."

PPG to Acquire Majority Interest in French Aerospace and Automotive Sealants Business

PPG Industries Inc., the Pittsburgh-based maker of coatings and specialty materials, recently announced an offer to acquire a majority interest in the aerospace and automotive sealants businesses of Le Joint Francais. Part of the Hutchinson Group, LJF is headquartered in France and has been a long-term licensee of PPG's aerospace sealant technology.

 

This is PPG’s second acquisition of a French company in less than two months.

 

"This venture is a natural progression for the two companies, as LJF has been a licensee of PPG (NYSE: PPG) technology for more than 60 years. This would allow us to serve our aerospace and automotive customers with greater geographic reach and with a wider array of automotive products," said Michael McGarry, PPG chief operating officer, in a statement.

 

In December, PPG entered into exclusive negotiations with the Axson Group to acquire Revocoat, a global supplier of sealants, adhesives and damper products for the automotive industry that employs more than 500 people. That deal is expected to close in the first quarter of 2015.

 

The latest French deal calls for LJF's aerospace and automotive sealants businesses to be spun off to form a new, separate entity, of which PPG would be the majority owner. PPG anticipates closing that transaction in the second half of 2015, after securing necessary regulatory approvals.

 

LJF's aerospace and automotive sealants businesses employ more than 200 people in Bezons, France, where PPG said the new entity would continue operations.

Solvay Completes Purchase of Ryton PPS for $220 million

Chevron Phillips Chemical Co. recently finalized the sale of its Ryton polyphenylene sulfide business to Solvay SA.

 

The deal, first announced in September, includes the sale of the Ryton PPS unit in Borger, Texas, the pilot plant along with PPS research and development in Bartlesville, Okla., a compounding plant in Kallo-Beveren, Belgium, and other assets.

 

The compounding plant in La Porte, Texas, will remain part of Chevron Phillips, the company said in a Jan. 5 announcement.

 

Employees moved to Solvay as part of the deal or were offered positions elsewhere in Chevron Phillips, based in The Woodlands, Texas.

 

Solvay paid $220 million for the business.

 

Ryton is used extensively in the auto industry, including in pumps, electronic parts and parts for heating and thermal management.

Lubrizol Completes Acquisition of Weatherford Oilfield Business

The Lubrizol Corporation announces it has completed the acquisition in the United States and Canada of Weatherford International’s global oilfield chemicals business, known as Engineered Chemistry and its United States drilling fluids business, known as Integrity Industries. Closings in the rest of the world will occur throughout 2015. The transaction was announced on December 1, 2014.

 

With the close of the transaction, Engineered Chemistry and Integrity Industries, along with Lubrizol’s legacy energy and water business and Berkshire Hathaway portfolio company, Lubrizol Specialty Products, Inc., will form Lubrizol Oilfield Solutions, a new business segment for the company. Lubrizol Oilfield Solutions joins the company’s other business segments, Lubrizol Additives and Lubrizol Advanced Materials. Within this new segment, Engineered Chemistry and Integrity Industries will operate substantially as they do now.

Lubrizol Acquires Warwick Chemicals

The Lubrizol Corporation announces it has completed the acquisition of Warwick Chemicals, a leading global developer, producer and supplier of stain removal technology with hygiene benefits. The transaction was announced on November 24, 2014.

 

The addition of Warwick Chemicals complements Lubrizol's existing home care product line, strengthening its strategy of providing high-value technology solutions to its global customers. 

 

With the close of the transaction, Warwick Chemicals is now part of Lubrizol Advanced Materials, reporting into Lubrizol's personal and home care business and retaining the Warwick Chemicals company name.

 

The Lubrizol Corporation, a Berkshire Hathaway company, produces and supplies technologies to customers in the global transportation, industrial and consumer markets. These technologies include lubricant additives for engine oils, driveline and other transportation-related fluids and industrial lubricants, as well as additives for gasoline and diesel fuel. In addition, Lubrizol makes ingredients and additives for home care and personal care products and pharmaceuticals, and specialty materials, including plastics technology and performance coatings in the form of specialty resins and additives.

 

With headquarters in Wickliffe, Ohio, Lubrizol owns and operates manufacturing facilities in 17 countries, as well as sales and technical offices around the world. Founded in 1928, Lubrizol has approximately 8,000 employees worldwide. Revenues for 2013 were $6.4 billion.

 

McIlvaine Company

Northfield, IL 60093-2743

Tel:  847-784-0012; Fax:  847-784-0061

E-mail:  editor@mcilvainecompany.com

Website:  www.mcilvainecompany.com