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8-K - FORM 8-K - KMG CHEMICALS INC | c97017e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
KMG CHEMICALS SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
GENERAL CHEMICALS ELECTRONIC CHEMICALS BUSINESS
GENERAL CHEMICALS ELECTRONIC CHEMICALS BUSINESS
Acquisition Target Generated $43 Million in Revenues During 2009
HOUSTON, TX February 26, 2010 KMG Chemicals, Inc. (NASDAQ: KMGB), a global provider of
specialty chemicals in carefully focused markets, today announced that it has entered into a
definitive agreement to acquire certain assets of the electronic chemicals business of General
Chemical Performance Products, LLC for $25.5 million in cash, which includes an estimated $7.0
million of inventory, and approximately $850,000 of assumed liabilities. The transaction is
scheduled to close upon the satisfaction of the closing conditions, including obtaining the
necessary operating permits and consents, which should be completed before the end of March. The
soon-to-be-acquired business generated approximately $42.7 million in revenues in calendar year
2009. The acquisition is expected to be significantly and progressively accretive to KMGs
earnings in fiscal 2011 and 2012 as the business is integrated into KMG, and as the combined
electronic chemicals operational synergies are realized. However, it is anticipated that
transaction, closing and integration expenses will result in the acquisition being mildly dilutive
to earnings in the second half of fiscal 2010.
KMG will purchase General Chemicals electronic chemicals business and the majority of the related
assets in the transaction. Included in the acquisition is a 48,000 square foot manufacturing
facility in Hollister, California, as well as the equipment related to the business at Hollister
and at their Bay Point, California facility. The real estate and most employees at Bay Point will
be retained by General Chemical. After the closing, General Chemical will operate the Bay Point
facility to produce electronic chemicals for KMG under a long-term toll manufacturing agreement.
The Hollister and Bay Point facilities complement KMGs current electronic chemical manufacturing
operations in Pueblo, Colorado and Milan, Italy. Upon closing, the acquired business will become
part of KMG Electronics Chemicals, Inc., a wholly owned subsidiary of KMG Chemicals, Inc.
The acquisition will be funded with available cash and borrowings on KMGs revolving credit
facility. Although the existing credit facility is sufficient to fund the acquisition, KMG
anticipates an expansion of its existing revolving facility before the closing to $50.0 million
from the current $35.0 million limit, without any unfavorable change in terms. KMG expects that the purchase price multiple paid for this
acquisition will prove to be consistent with its previous acquisitions.
The products to be acquired fit well with KMGs existing electronic chemicals product line of high
purity acids, bases, etchants, and other custom formulated cleaning chemistries for front and back
end wafer processing, and include a series of etchants for various thin film applications in the
semiconductor device, disk drive and silicon wafer industries. These chemicals are also finding
application in the rapidly growing photovoltaic market.
Commenting, Neal Butler, President and CEO of KMG, noted that This acquisition substantially
increases KMGs share of the U.S. wet process chemicals segment and expands our presence in the
Asian markets. The combined operations should yield substantial and enduring operating synergies,
and allow us to better serve our customers. For instance, we outsource the manufacture of certain
products under an agreement that expires at the end of calendar 2010. Over the remainder of the
year, we will transition the manufacturing of those products to our soon-to-be acquired facility in
Hollister, which should greatly enhance our economies of scale at that facility.
Mr. Butler continued, The effort to improve operational efficiencies with this acquisition will be
implemented across calendar year 2010, as we optimize our manufacturing and supply chain operations
according to a schedule that is sensitive to the needs of our expanded customer base. Our plan has
been to grow our electronic chemicals platform, while maintaining our focus on delivering increased
value to our customers. The acquisition of General Chemicals electronic chemicals business allows
us to make significant progress on both those objectives. Moreover, we see further opportunities
for growth in electronic chemicals both in North America and Europe. Since the low point in
February 2009, global semiconductor sales have been steadily increasing, and KMGs electronic
chemicals sales are now approaching pre-recessionary levels.
Mr. Butler concluded, While we anticipate some dilution to earnings in the second half of the
fiscal year due to transaction, closing and integration costs, we are anticipating solid results
for the last two quarters, and another year of record earnings in 2010 for KMG. This acquisition
is a perfect fit for KMG, and clearly demonstrates our commitment to this segment of the electronic
chemicals market. As we complete the integration and leverage our combined operating efficiencies
in this business over the coming year, we anticipate this acquisition will contribute substantially
to earnings.
About KMG
KMG Chemicals, Inc., through its subsidiaries, produces and distributes specialty chemicals to carefully focused markets. The Company grows by acquiring and optimizing stable chemical product lines and businesses with established production processes. Its current operations are focused on the electronic, wood treatment, and agricultural chemical markets. For more information, visit the Companys web site at www.kmgchemicals.com.
KMG Chemicals, Inc., through its subsidiaries, produces and distributes specialty chemicals to carefully focused markets. The Company grows by acquiring and optimizing stable chemical product lines and businesses with established production processes. Its current operations are focused on the electronic, wood treatment, and agricultural chemical markets. For more information, visit the Companys web site at www.kmgchemicals.com.
The information in this news release includes certain forward-looking statements that are based
upon assumptions that in the future may prove not to have been accurate and are subject to
significant risks and uncertainties, including statements as to the future performance of the
company. Although the company believes that the expectations reflected in its forward-looking
statements are reasonable, it can give no assurance that such expectations or any of its
forward-looking statements will prove to be correct. Factors that could cause results to differ
include, but are not limited to, successful performance of internal plans, product development
acceptance, the impact of competitive services and pricing and general economic risks and
uncertainties.
Contacts: |
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John V. Sobchak
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Investor Relations Counsel: | |
Chief Financial Officer
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The Equity Group Inc. | |
KMG Chemicals, Inc.
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Melissa Dixon | |
713-600-3814
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212-836-9613 | |
JSobchak@kmgchemicals.com
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MDixon@equityny.com | |
www.kmgchemicals.com |
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Linda Latman | ||
212-836-9609 | ||
LLatman@equityny.com | ||
www.theequitygroup.com |