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8-K - FORM 8-K - ARCH CHEMICALS INC | d8k.htm |
EX-2 - AGREEMENT DATED 17 FEBRUARY 2010 - ARCH CHEMICALS INC | dex2.htm |
Exhibit 99
Investor Contact: | Mark E. Faford | |||
(203) 229-3820 | ||||
mefaford@archchemicals.com | ||||
Press Contact: | Dale N. Walter | |||
(203) 229-3033 | ||||
dnwalter@archchemicals.com |
ARCH CHEMICALS REACHES AGREEMENT TO SELL INDUSTRIAL
COATINGS BUSINESS TO SHERWIN-WILLIAMS
NORWALK, Conn., February 17, 2010 Arch Chemicals, Inc. (NYSE: ARJ) announced that it has signed a definitive agreement to sell its Industrial Coatings business to The Sherwin-Williams Company (NYSE: SHW) for approximately 40 million euros ($54 million) in cash. The transaction is targeted to close on March 31, 2010 and is subject to customary closing conditions.
The agreement covers operations located in Italy, U.K., Spain, North America and Singapore. These locations manufacture and supply a wide range of industrial coatings used for surface protection and decorative finishes in furniture and joinery applications. Key product lines include polyester-based, polyurethane-based and water-based coatings and stains as well as UV systems.
Arch Chemicals Chairman, President and CEO Michael E. Campbell said, This divestiture supports our ongoing strategy to focus our portfolio on Biocides businesses and to redeploy resources from non-core businesses into this key growth platform. Sherwin-Williams is a premier, innovative global provider of coatings and related products and I am extremely pleased that our business will be joining a group with such a dedicated focus on coatings. Industrial Coatings is a strong business, with talented people, and we see this transition to a new, strategic owner as an excellent opportunity for its employees, customers, agents, distributors and other stakeholders.
Archs Industrial Coatings business had sales of $147.1 million in 2009. The purchase price is subject to a post-closing working capital adjustment. The Company expects the transaction to result in a breakeven to a modest pre-tax gain. Proceeds from the divestiture will be used for general corporate purposes. This agreement has been approved by the Boards of Directors of both companies.
Arch Chemicals was advised by KeyBanc Capital Markets as financial advisor.
About Arch
Headquartered in Norwalk, Connecticut (USA), Arch Chemicals, Inc. is a global Biocides company with annual sales of approximately $1.4 billion. Arch and its subsidiaries provide innovative, chemistry-based and related solutions to selectively destroy and control the growth of harmful microbes. The Companys concentration is in water treatment, hair and skin care products, treated wood, preservation and protection applications such as for paints and building products, and health and hygiene applications. Arch Chemicals operates in two segments: Treatment Products and Performance Products. Together with its subsidiaries, Arch has approximately 3,000 employees and manufacturing and customer-support facilities in North and South America, Europe, Asia, Australia and Africa. For more information, visit the Companys Web site at http://www.archchemicals.com.
About Sherwin-Williams
Founded in 1866, The Sherwin-Williams Company is a global leader in the manufacture, development, distribution, and sale of coatings and related products to professional, industrial, commercial, and retail customers. The company manufactures products under well-known brands such as Sherwin-Williams, Dutch Boy, Krylon, Minwax, Thompsons WaterSeal and many more. With global headquarters in Cleveland, Ohio, Sherwin-Williams branded products are sold exclusively through a chain of more than 3,500 company-operated stores and facilities, while the companys other brands are sold through leading mass merchandisers, home centers, independent paint dealers, hardware stores, automotive retailers, and industrial distributors. The Sherwin-Williams Global Finishes Group distributes a wide range of products in more than 70 countries around the world. For more information, visit www.sherwin.com.
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Except for historical information contained herein, the information set forth in this communication contains forward-looking statements that are based on managements beliefs, certain assumptions made by management and managements current expectations, outlook, estimates and projections about the markets and economy in which the Company and its various businesses operate. Words such as anticipates, believes, estimates, expects, forecasts, intends, opines, plans, predicts, projects, should, targets and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (Future Factors), which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expected or forecasted in such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. Future Factors which could cause actual results to differ materially from those discussed include but are not limited to: general economic and business and market conditions; no improvement or weakening in U.S., European and Asian economies; increases in interest rates; changes in foreign currencies against the U.S. dollar; customer acceptance of new products; efficacy of new technology; changes in U.S. or foreign laws and regulations; increased competitive and/or customer pressure; loss of key customers; the Companys ability to maintain chemical price increases; higher-than-expected raw material and energy costs and availability for certain chemical product lines; unexpected changes in the antidumping duties on certain products; increased foreign competition in the calcium hypochlorite markets; inability to obtain transportation for our chemicals; unfavorable court decisions, including unfavorable decisions in appeals of antidumping rulings, arbitration or jury decisions or tax matters; the supply/demand balance for the Companys products, including the impact of excess industry capacity; failure to achieve targeted cost-reduction programs; capital expenditures in excess of those scheduled; environmental costs in excess of those projected; the occurrence of unexpected manufacturing interruptions/outages at customer or Company plants; a decision by the Company not to start up the hydrates manufacturing facility; unfavorable weather conditions for swimming pool use; inability to expand sales in the professional pool dealer market; the impact of global weather changes; changes in the Companys stock price; ability to obtain financing at attractive rates; financial market disruptions that impact our customers or suppliers; and gains or losses on derivative instruments.
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