Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - CYTEC INDUSTRIES INC/DE/ | d333082d8k.htm |
| EX-99.2 - PRESS RELEASE - CYTEC INDUSTRIES INC/DE/ | d333082dex992.htm |
| EX-99.1 - RULE 2.7 ANNOUNCEMENT - CYTEC INDUSTRIES INC/DE/ | d333082dex991.htm |
 Cytec
Acquisition Overview April 2012
Exhibit 99.3 |
 2
Forward Looking Statement
During the course of this meeting we may make forward-looking statements. All
statements that address expectations or projections about the future are forward-
looking statements.
Some of these statements include words such as “expects”,
“anticipates,” “plans,”
“intends,”
“projects,”
and “outlook.”
Although they reflect our current
expectations, these statements are not guarantees of future performance because
they involve a number of risks, uncertainties, and assumptions.
We recommend that you review Cytec’s SEC filings for a discussion of some of the
factors which could cause actual results to differ materially from its expectations
and projections. This and other Cytec information may be accessed at
www.cytec.com.
|
 Strategic
Overview 3
Creating Value for Our Shareholders
Cytec to Acquire Advanced Composite Materials Company Umeco plc
•
Positions Cytec with an industry-leading portfolio of
advanced composites
•
Quickly establishes critical size in industrial applications
•
Another major step in our portfolio transformation
Immediately Accretive to Cytec Earnings Per Share |
 Transaction
Overview 4
Expected to close in the third quarter 2012
Cytec Industries Inc. announced its firm intention to acquire all
of the outstanding shares of Umeco plc
Valued at approximately $439 million (£274 million based on a 1.60 exchange
All Cash Transaction
rate)
Structured as a “scheme of arrangement”
under English law
Cytec expects to finance the acquisition from cash on hand (we drew down
$210M on our revolver shortly before the announcement to satisfy
UK offer rules)
Year One Targeted Synergies: Approximately $15M related to raw materials,
administrative headcount, and increasing aerospace revenue from available
capacity
Future Synergies: Anticipated over time throughout the integration process
|
 Umeco
Overview •
Global provider of advanced composite materials, primarily for industrial
and aerospace applications
•
Founded in 1917 and headquartered in the U.K.
•
Structural Materials
business focuses on development, manufacture and
supply of advanced composite materials
•
Process Materials
business focuses on development, manufacture and
supply of specialty vacuum bagging materials for the composites industry
•
Fiscal 2011 Revenues: $332 million (£207.4 million); reported 6 months
2012 Revenues of $169 million (£105.7 million)
•
Employees: Approximately 1000 worldwide
5
Serving the Global Industrial & Aerospace
Composite Industry |
 Why it’s
such a good fit 6
•
Umeco greatly improves Cytec’s presence in high performance industrial segment
o
Dedicated supply chain well-tailored to the customer needs
o
Application development capabilities enabling quick, effective response
o
Tremendous potential for significant value creation in applications such as Automotive
•
Process Materials business expands our product offering to
the composite
industry
•
Leverages Cytec’s technological leadership position in composites
•
Expands Cytec’s position in aerospace sector
•
Consistent with strategy to focus on profitable and growing segments
Acquisition of Umeco will allow Cytec to further
enhance and leverage its position as a technology
leader in advanced composites |
 Engineered
Materials Acquisition History 7
This
Transaction
Builds
on
a
Proven
Formula
of
Success
Global
Leadership
Build
From
Organic
and
Acquisition-Based Growth
E M D
Fothergill
NARMCO |
 Organization
and Management Upon completion, Cytec will operate Engineered Materials as two
reportable segments focusing on Aerospace and Industrial Applications
Aerospace Business
Management
Aerospace Sales &
Commercial Director
Aerospace MFG
Director
Aerospace BU
Functional Support
HPIM BU Functional
Support
HPIM MFG Director
HPIM Sales &
Commercial Director
HPIM business
Management
2011 Pro-Forma Sales M$1,145
Advanced Material Segments –
Post Umeco
Shared Advanced Materials R&D Director
Corporate Services & Shared Services
Aerospace
$815
HPIM
$330
~
~ |
 Roadmap to
Completion Timetable to Closing
•
Subject to the approval of Umeco shareholders as well as other customary
conditions, including approvals from relevant regulatory authorities and by the UK
High Court
o
Requires approval of a majority in a number of Umeco shareholders voting,
who hold 75% or more of the Umeco shares voted
•
Both
companies’
boards
of
directors
have
unanimously
approved
the
transaction
•
Commitment
representing
30%
of
the
outstanding
shares
from
the
3
largest
shareholders
•
Expected to close in the third quarter of 2012
9 |
 Cytec
Corporate Update •
Announced strong start to 2012
•
Continuing to make progress in evaluation of separation alternatives for
Coating
Resins;
decision
will
be
announced
in
Q2
with
goal
of
completing
separation by year-end
•
Recently
announced
purchase
of
manufacturing
capacity
in
India
for
In
Process
Separation
segment
•
Continuing to be disciplined in uses of cash:
o
Funding
ongoing
capacity
expansions
in
Engineered
Materials
and
In
Process
Separation
o
Continuing to pursue bolt-on strategic acquisitions that strengthen core
growth platforms
o
Pay down debt
o
Return of excess cash to shareholders through stock buyback and dividends
10 |
 Recap
11
Creating Value for Our Shareholders
Cytec to Acquire Advanced Composite Materials Company Umeco plc
•
Positions Cytec with an industry-leading portfolio of
advanced composites
•
Quickly establishes critical size in industrial applications
•
Another major step in our portfolio transformation
Builds on Cytec’s Leadership Position in Advanced
Composites |
 CYT: NYSE |