-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DXJjsaDQlXmmSB+OSLbb3qTytpNn+ORdQPtbXTlJP/siXY6/9AdTYYGk1SLnqhlt gw7oPSLVhInMM0PzmOf0kQ== 0001068800-99-000411.txt : 19991115 0001068800-99-000411.hdr.sgml : 19991115 ACCESSION NUMBER: 0001068800-99-000411 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991112 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLUTIA INC CENTRAL INDEX KEY: 0001043382 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 431781797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13255 FILM NUMBER: 99747440 BUSINESS ADDRESS: STREET 1: 575 MARYVILLE CENTRE DRIVE STREET 2: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 314-674-1000 MAIL ADDRESS: STREET 1: P O BOX 66760 STREET 2: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 FORMER COMPANY: FORMER CONFORMED NAME: QUEENY CHEMICAL CO DATE OF NAME CHANGE: 19970804 8-K 1 SOLUTIA INC. FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 1999 SOLUTIA INC. ------------ (Exact name of registrant as specified in its charter) DELAWARE -------- (State of Incorporation) 001-13255 43-1781797 --------- ---------- (Commission (IRS Employer File Number) Identification No.) 575 Maryville Centre Drive, P.O. Box 66760, St. Louis, Missouri 63166-6760 - --------------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (314) 674-1000 -------------- Registrant's telephone number, including area code Item 5. Other Events On November 11, 1999, Solutia announced that it has agreed to acquire Morgan Grenfell Private Equity Ltd.'s ownership of Vianova Resins of Mainz-Kastel, near Frankfurt, Germany. Vianova Resins, formerly owned by Hoechst AG, is a leading European producer of resins and additives for coatings and technical applications. The purchase price is about DM 1.2 billion (about $640 million), and initially the transaction will be financed with short-term debt. The acquisition is expected to be completed later this year and is subject to EU Merger Control Clearance as well as reaching agreement with certain minority shareholders on the purchase of their shares. A copy of the press release dated November 11, 1999, announcing the agreement is attached. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) The following exhibit is filed as part of this report: Exhibit Number Description 99.1 Press Release dated November 11, 1999, issued by Solutia Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SOLUTIA INC. ------------------------------------------------ (Registrant) /s/ Karl R. Barnickol ------------------------------------------------ (Secretary) Date: November 12, 1999 EXHIBIT INDEX These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit Number Description - ------- ----------- 99.1 Press release dated November 11, 1999, issued by Solutia Inc. EX-99.1 2 PRESS RELEASE SOLUTIA TO ACQUIRE VIANOVA, LEADING EUROPEAN RESINS PRODUCER ST. LOUIS, MO, Nov. 11, 1999 -- Solutia Inc. (NYSE:SOI) announced that it has agreed to acquire Morgan Grenfell Private Equity Ltd.'s ownership of Vianova Resins of Mainz-Kastel, near Frankfurt, Germany. Vianova Resins, formerly owned by Hoechst AG, is a leading European producer of resins and additives for coatings and technical applications. The addition of Vianova will position Solutia as the clear leader in the worldwide market for coatings ingredients in the automotive, industrial and specialty sectors. The purchase price is about DM 1.2 billion (about $640 million), and initially the transaction will be financed with short-term debt. Excluding any potential restructuring charge, the acquisition is expected to be mildly dilutive in the first year, but accretive thereafter. The acquisition will immediately provide strong positive cash flow for Solutia. John Hunter, Solutia chief executive officer and president, explained, "The acquisition of Vianova Resins represents an important step in our strategy to improve the growth rates and profitability of Solutia's business portfolio, and to move us towards being a $5 billion enterprise in the next five years. Vianova is a technology leader which complements our current position in the performance coatings ingredients market by securing technologies that enhance our position in fast- growing segments such as waterborne and powder coating systems. "This acquisition more than doubles our sales in Europe, adding the kind of branded, market leading products, technologies, and technical customer service capabilities that are the hallmarks of Solutia's portfolio," Hunter said. "With the Vianova acquisition, Solutia is creating a product portfolio and geographic presence that will be unmatched by any other supplier to the performance coatings market." 1 The combined coatings ingredients platform will drive revenue growth of about five percent per year. New technologies in powder and waterborne products will grow even faster, at eight to ten percent annually. Solutia plans to combine its existing coatings performance materials business with Vianova. "This combination of businesses creates a unique new player in the market," said Bob Toth, vice president and general manager of Solutia's Resins businesses. "This gives us the ability to be a full service supplier to our coatings customers. Solutia will be the premier merchant supplier of resins and additives for the automotive, industrial and specialty coatings markets," Toth said. Solutia ultimately expects to achieve cost synergies of about $20 million per year, which will enable the business to achieve a target of 15 percent operating margins. The cost synergies and revenue growth will contribute to this acquisition becoming clearly accretive in year two. The benefits for Vianova are also clear. "The reintegration of Vianova Resins into a successful and well acknowledged chemical corporation will provide Vianova Resins and its employees with an improved platform for all operations and launch of our high performance and environmentally advantageous products worldwide," stated Dr. Helmut Strametz, Vianova's president and CEO. Approximately 85 percent of Vianova's sales are in Europe with such well-known brands as Resydrol waterborne alkyd resins, Maprenal amino resins, Viacryl and Macrynal acrylic resins, Viaktin UV curing resins, Vialkyd alkyd resins, Beckopox epoxy resins and Alftalat and Synthacryl solid resins for powder coatings. Other branded products include Daotan polyurethane emulsions and Additol dispersing and rheology control additives. Vianova has subsidiaries in Austria, Belgium, Denmark, France, Germany, Greece, Italy, the Netherlands, Portugal, Spain, Turkey and the United Kingdom. It also has affiliates in Brazil, Canada, Korea, Thailand and the United States. Vianova employs approximately 1,650 people. Its 1998 sales totaled DM 940 million (about $500 million). Solutia's current coatings ingredients product line includes Resimene amino crosslinkers for thermoset surface coatings; Modaflow flow and leveling agents; Santosol environmentally-friendly solvents; and Butvar binding resins. To date, these Solutia products have been sold primarily in North America. 2 By combining the two product portfolios, Solutia will be able to offer customers a single source for a broad range of coating resins technologies. "We are eager not only to market our Solutia brands in Europe, but more importantly to introduce Vianova's well known European brands to the U.S. In addition, the combined product portfolio will give coating resins customers in Asia and South America access to superior products supplied from regional manufacturing facilities, as well as formulation technology from regional technical centers of excellence," Toth added. The acquisition is expected to be completed later this year and is subject to EU Merger Control Clearance as well as reaching agreement with certain minority shareholders on the purchase of their shares. Solutia (1998 sales of approximately $2.8 billion) serves customers in the construction, automotive, industrial products and home furnishings markets. It operates plants in North America, Europe, South America and Asia. Solutia was advised in this transaction by Chase Manhattan plc. This press release contains forward-looking statements, including statements regarding the effect the acquisition of Vianova Resins is expected to have on the sales, earnings, growth rate, and profitability of Solutia. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated include the following possibilities: greater than expected costs or difficulties in integrating the business, world economic conditions, competitive pressures, and raw material pricing, and other factors identified in Solutia's Report on Form 10-Q filed with the Securities and Exchange Commission for the period ended September 30, 1999. For more information, Vianova's website is www.vianova-resins.com, or visit the Solutia website at www.solutia.com where there will be a link provided to the Vianova website. -o0o- Note to Editors: Resimene, Modaflow, Santosol, and Butvar are registered trademarks of Solutia Inc. Resydrol, Maprenal, Viacryl, Macrynal, Vialkyd, Viaktin, Beckopox, Additol, Alftalat, Daotan, and Synthacryl are registered trademarks of Vianova Resins GmbH and Co. KG. 3 FACT SHEET: SOLUTIA TO ACQUIRE VIANOVA RESINS "The acquisition of Vianova Resins MANUFACTURING LOCATIONS represents an important step in our Germany strategy to improve the growth rates and Fechenheim, Hamburg, profitability of our business portfolio. Wiesbaden The addition of Vianova to Solutia's Austria portfolio will: Werndorf - -- Make Solutia the clear leader in Italy performance coatings ingredients for Romano d'Ezzelino the automotive, industrial and France specialty sectors. Dijon - -- Make Solutia a global supplier to Spain the coatings industry, able to La Llagosta leverage Vianova's product line in Denmark North America, expand Solutia's S'borg product positions in Europe, and Brazil develop the emerging markets in Asia Suzano and Latin America; Thailand - -- Create a coatings ingredients Rayong platform which can drive revenue OFFICE LOCATIONS growth rates 5%, with higher growth Germany rates of 8-10% in new waterborne and Mainz-Kastel powder technologies; Italy - -- Ultimately provide cost synergies of Milan some $20M which will enable our Belgium target of at least 15% operating Brussels margins and contribute to this the Netherlands acquisition becoming clearly Amsterdam accretive in year two; and United Kingdom - -- More than double Solutia's sales in Hounslow Europe, adding branded, market United States leading technologies and strong Charlotte, NC technical service capabilities that Brazil are hallmarks of Solutia's portfolio." Sao Paulo Solutia CEO and President John Hunter. Thailand Bangkok "The reintegration of Vianova Resins Korea into a successful and well acknowledged Seoul chemical corporation will provide Vianova Resins and its employees with an improved 1998 SALES: DM940 million ($500M) platform for all operations and the launch of our high performance and environmentally EMPLOYEES: 1650 advantageous products worldwide." Helmut Strametz, Vianova's president and CEO. BRANDED PRODUCTS: Resydrol waterborne alkyd resins; Maprenal amino resins; Viacryl and Macrynal acrylic resins; Viaktin UV curing resins; Vialkyd alkyd resins; Beckopox epoxy resins; Alfalat and Synthacryl solid resins for powder coatings; Daotan polyurethane emulsions; and Additol dispersing and rheology control additives. WEBSITE: www.vianova-resins.de
4 -----END PRIVACY-ENHANCED MESSAGE-----