-----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, VO14zrldZ/8J5pfko4mIKmeggExTJAsBoSH6Mh9MRDtP6s2MA3sgXMrtHGA3YxhX lf4G+hSFSgAj4pV2la+3yQ== 0000950152-00-004421.txt : 20000526 0000950152-00-004421.hdr.sgml : 20000526 ACCESSION NUMBER: 0000950152-00-004421 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000525 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANNA M A CO/DE CENTRAL INDEX KEY: 0000045370 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 340232435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-05222 FILM NUMBER: 643422 BUSINESS ADDRESS: STREET 1: STE 36 5000 STREET 2: 200 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44114-2304 BUSINESS PHONE: 2165894000 FORMER COMPANY: FORMER CONFORMED NAME: HANNA MINING CO DATE OF NAME CHANGE: 19850523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HANNA M A CO/DE CENTRAL INDEX KEY: 0000045370 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 340232435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: STE 36 5000 STREET 2: 200 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44114-2304 BUSINESS PHONE: 2165894000 FORMER COMPANY: FORMER CONFORMED NAME: HANNA MINING CO DATE OF NAME CHANGE: 19850523 425 1 M.A. HANNA COMPANY FORM 425 1 Filed by M.A. Hanna Company and The Geon Company Pursuant to Rule 425 under the Securities Act of 1933 and Deemed Filed Pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Companies: M.A. Hanna Company (Commission File No. 1-5222) and The Geon Company (Commission File No. 1-11804) SLIDES USED IN CONNECTION WITH INVESTOR AND SHAREHOLDER PRESENTATIONS MADE BY M.A. HANNA AND GEON IN CONNECTION WITH THEIR PROPOSED CONSOLIDATION: 2 M.A. Hanna Company Geon "A Powerful Combination: Creating the World Leader in Polymer Services" Phill Ashkettle Tom Waltermire Chairman and CEO Chairman and CEO M.A. Hanna The Geon Co. Goldman, Sachs Chemical Investor Forum Palm Beach, FL, May 25, 2000 3 M.A. Hanna Company Geon Why Create NEWCO? - Creates powerful market combination - Strong complementary business fit - Creates platform for acquisitions and growth - Initial profit improvement of at least $50 million - Size matters to stakeholders - Fulfills strategic objectives of both companies 4 M.A. Hanna Company Geon Transaction Highlights - Cashless, tax free transaction - One share of NEWCO for one share of Hanna - Two shares of NEWCO for one share of Geon - Expected closing: August 2000 5 M.A. Hanna Company Geon 1999 Financials* Hanna Geon Revenues $2.3B $1.2B** Earnings $38M $52M EPS $0.84 $2.16 Shares outstanding 45M 24M *Excluding special items **Excludes Geon's share of equivalent revenues of approximately $700M from joint ventures (Oxy Vinyls LP, Australian Vinyls and Sunbelt) 6 M.A. Hanna Company Geon M.A. Hanna: Company Profile - Leading $2.3 billion international polymer services company - Focused on plastics and rubber processors - Rationalized product lines to focus on core business - Operations in North America, Europe & Asia - 7,200 associates in more than 25 countries 7 M.A. Hanna Company Geon What M.A. Hanna Brings to NEWCO - Broad suite of polymer services and technologies that complement Geon's offering - A growth leader in thermoplastic resin distribution - Leading market and technical strengths to complement Geon's operational strengths - Expanded international customer and supplier base - Successful acquisition history 8 M.A. Hanna Company Geon Geon: Company Profile - 1993 spin off from BF Goodrich - Leading $1.2 billion North American-based polymer services and technology company - Recently reduced commodity exposure through Oxy Vinyl joint venture formation - Built on value-added businesses through aggressive acquisition strategy - 36 manufacturing sites; 3,100 employees 9 M.A. Hanna Company Geon What Geon Brings to NEWCO - Leader in vinyl technology; over 50 years experience - Strength in specialty resins, vinyl compounding, engineered films, and vinyl/urethane formulation - Sound business processes and operating record - State-of-the-art information systems - Solid and innovative E-Commerce platform - Successful acquisition history 10 M.A. Hanna Company Geon Strategic Environment [Graphic with boxes and left-to-right horizontal arrow behind boxes.] [LEFT BOXES] Polymers Producers Additives Producers [MIDDLE LEFT BOXES] Service Compounding Processing Distribution [MIDDLE RIGHT BOXES] Designer/Assembler Construction Automotive Appliances & Business Equipment Packaging Consumer Products Communications/Electronics [RIGHT BOX] Consumers [BOTTOM BOX] Global 11 M.A. Hanna Company Geon The World's Largest International Polymer Services Co. [Graphic with boxes and left-to-right horizontal arrow behind boxes.] [LEFT BOXES] Polymers Producers Additives Producers [MIDDLE LEFT BOXES] Service Compounding Processing Distribution [SUNBURST GRAPHIC NEWCO OVERLAPPING SERVICE, COMPOUNDING AND PROCESSING BOXES] [MIDDLE RIGHT BOXES] Designer/Assembler Construction Automotive Appliances & Business Equipment Packaging Consumer Products Communications/Electronics [BOTTOM BOX] Global 12 M.A. Hanna Company Geon What We Will Be Together: Strengths - Industry leader with full suite of polymer services/products - Six leading global customer-focused platforms - Thermoplastics compounds - Elastomer compounds - Specialty resin/formulators - Polymer distribution - Color and additive systems - Engineered films - Solid cash flow and debt capacity 13 M.A. Hanna Company Geon What We Will Be Together: Strengths - Substantially increased market capitalization and liquidity - Strong operational systems and processes - Capacity to grow compound business 1.5x to 2.0x GDP - Driven by strong leaders in both organizations 14 M.A. Hanna Company Geon What We Will Be Together: Market Position - Diversified market strength - All markets <20% of total sales
[BAR GRAPH SHOWING PERCENTAGE OF TOTAL SALES BY MARKET] Industrial MAH: approx. 16% GEON: approx. 3% Combined MAH & GEON: approx. 19% Building Materials MAH: approx. 6% GEON: approx. 13% Combined MAH & GEON: approx. 19% Automotive MAH: approx. 13.5% GEON: approx. 4.5% Combined MAH & GEON: approx. 18% Consumer MAH: approx. 11% GEON: approx. 5% Combined MAH & GEON: approx. 16% Electrical MAH: approx. 8% GEON: approx. 5.5% Combined MAH & GEON: approx. 13.5% Pkg/Film MAH: approx. 7% GEON: approx. 3% Combined MAH & GEON: approx. 10% Other MAH: approx. 2% GEON: approx. 1% Combined MAH & GEON: approx. 3%
15 M.A. Hanna Company Geon What We Will Be Together: Geographies North American focused company with global presence [PIE GRAPH] North America: 85% Europe: 9% S.E. Asia: 6% Bottom of Graph: Sales = approximately $3.5 Billion (does not include estimated equity JV revenues = approximately $700 million) 16 M.A. Hanna Company Geon What We Will Be Together: Competitive Position
NEWCO A. Schulman Ferro Georgia-Gulf Clariant Ampacet Gen'l Polymers Teknor Apex RTP LNP CIBA BASF Plastic Compounds X X X X X X X X Specialty Resin & Formulators X Color Concentrates X X X X X X X X Rubber Compounds X X Distribution X X X Engineered Films X
17 M.A. Hanna Company Geon What We Will Be Together: E-Business Solutions - -------------------------------------------------------------------------------- GetGeon.com Low cost, interactive systems; product catalogs; HannaResinDirect.com full ERP and inventory integration; pricing - -------------------------------------------------------------------------------- ChemConnect.com Geon equity investment - -------------------------------------------------------------------------------- ElastomerSolutions.com Hanna equity investment - -------------------------------------------------------------------------------- B2B Geon B2B active with suppliers - -------------------------------------------------------------------------------- 18 M.A. Hanna Company Geon We Will Provide More Value to Customers Wire and Cable Example: ----------------------- - Hanna and Geon sell to wire & cable market - No overlap in product offering - Geon sells vinyl compounds - Hanna sells rubber and plastic compounds, colors and additives - Intimate understanding of customers' needs Together we can provide a broader offering of services to an expanded customer base 19 M.A. Hanna Company Geon Role of Distribution
Polymer Producer Distributor (Newco) Processor ---------------- ------------------- --------- Focus Capabilities Needs OEM concentration Application focused Application Support Limited polymer breadth Value-driven Polymer production Technology-driven Dedicated to strategic customers Local, ready response Processing Support Process competency 1-6 Week lead times (for Same/Next day delivery Delivery (Next Day) standard products) High level fulfillment Mixed truckloads/Multiple Variable fulfillment Local warehousing/Multiple brands Full truckloads/single brand brands
20 M.A. Hanna Company Geon Integration Process - Leadership clearly defined; transition plan in place - Chairman & CEO - President & COO - Teams created to focus on integration and growth - Identifying additional savings and growth potential - Define financial targets for NEWCO by year-end - Companies share similar values, style and culture, allowing for smooth transition - Close proximity to facilitate rapid integration 21 M.A. Hanna Company Geon Key Strategic Elements of NEWCO - Goal is TOTAL PROFIT IMPROVEMENT - Operating efficiency and earnings improvement will be a key focus - Seek aggressive growth through acquisitions - Expand international presence - Leverage full-suite of polymer solutions - Outperform the industry 22 M.A. Hanna Company Geon Investment Highlights for NEWCO - World leader in polymer services - Complementary business platforms with strong organic growth potential - Operating goal in processing businesses to reach and consistently exceed 10% return on sales - Strong balance sheet provides financial flexibility - Low capital investment requirements - Aggressive acquirer in consolidating industry 23 M.A. Hanna Company Geon Investor Notice In connection with the business combination transaction, Geon and M.A. Hanna filed a joint proxy statement/prospectus with the Securities and Exchange Commission and expect to file other documents with the Commission. Geon and M.A. Hanna expect to send the joint proxy statement/prospectus to their respective stockholders seeking their approval of the proposed business combination transaction after the Commission's review. We urge investors and stockholders to read the joint proxy statement/prospectus carefully. The joint proxy statement/prospectus contains important information about the resulting company, Geon, M.A. Hanna, the proposed business combination transaction, and related matters. Investors and stockholders are able to obtain free copies of the joint proxy statement/prospectus and those other documents relating to the proposed business combination, once available, as well as other filings made by Geon and M.A. Hanna with the Commission through the website maintained by the Commission at http:www.sec.gov. Free copies of the joint proxy statement/prospectus and the other documents relating to the proposed business combination, once available, may also be obtained by Geon stockholders by directing a request to Geon at One Geon Center, Avon Lake, Ohio 44012 Attention: Corporate Secretary, and by M.A. Hanna stockholders by directing a request for M.A. Hanna at Suite 36-5000, 3200 Public Square, Cleveland, Ohio 44114-2304, Attention: Corporate Secretary. Private Securities Litigation Reform Act of 1995 This release contains statements concerning trends and other forward-looking information affecting or relating to Geon and M.A. Hanna and their respective industries that are intended to qualify for the protections afforded "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. In particular, statements regarding the proposed transaction described in this release are based on management's current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (1) the risk that the M.A. Hanna and Geon businesses will not be integrated successfully; (2) inability to achieve or delays in achieving savings related to business consolidating and restructuring programs; (3) unanticipated delays in achieving or inability to achieve cost reduction and employee productivity goals; (4) costs related to the proposed transaction; (5) inability to obtain, or meet conditions imposed for, governmental approvals for the consolidation; (y) fluctuations in raw material prices and supply, in particular fluctuations outside the normal range of industry cycles; (7) failure of the Geon or Hanna stockholders to approve the proposed transaction; (8) unanticipated costs or difficulties in the operation of Oxy Vinyls LP. -----END PRIVACY-ENHANCED MESSAGE-----