Solvay to launch a friendly cash offer for 100 % of the share capital of Rhodia

Solvay and Rhodia announced the signing of a framework agreement according to which Solvay will launch a friendly cash offer for 100 % of the share capital of Rhodia. The cash offer values the equity of Rhodia at EUR 3.4 bln and the enterprise value at EUR 6.6 bln. The offer represents a premium of 50% compared to the closing price of Rhodia on the 1 April 2011.The offer will be launched in France and extended to the USA in the coming days. Solvay expects that the offer will be closed by late August 2011. The transaction has been recommended unanimously by the board of directors of Rhodia. Solvay says it will fully finance the transaction with its cash resources. The new group's strategy is based on the following strengths: 90 % of its combined sales of EUR 12 bln are realised in businesses where it is already among the top three worldwide. According to Solvay, the company is a leader in high performance speciality polymers, in soda ash and hydrogen peroxide, while Rhodia holds leadership positions in speciality materials (silica, rare earths), products for consumer markets (surfactants, natural polymers, acetate tow) and engineering plastics based on polyamide 6.6. Future geographic expansion will be driven by a significant presence in the emerging markets, which already generate 40% of sales of the combined group. The complementary nature of the industrial activities of Rhodia and Solvay should provide the combined group with a balanced presence in its different market segments: specialty chemicals for consumer goods, construction, automotive, energy, water, environment, and electronics. Beyond the revenue synergies, the annual cost synergies are estimated to amount to EUR 250 mln within three years. The cost synergies are expected to result from the alignment of cost structures in line with good industry practices used in groups of a comparable size. Two thirds of these synergies will come from external cost optimisation. Therefore, no major downsizing is planned in the context of this combination. To facilitate a smooth and rapid integration of the two groups, Jean-Pierre Clamadieu, Chairman and CEO of Rhodia, will join Solvay's Executive Committee in the role of Deputy CEO once the offer is closed. Clamadieu is also intended to succeed Solvay's current CEO Christian Jourquin upon his retirement. In addition, Gilles Auffret, COO of Rhodia, will be appointed CEO of Rhodia and member of the Executive Committee of Solvay.