Cytec Completes Acquisition of UCB's Surface Specialties Business
Cytec Industries Inc. announced that it has completed its previously announced acquisition of UCB's Surface Specialties business. The transaction is valued at $1.797 billion of which EUR1.140 billion ($1.505 billion at 1.32$/EUR) was paid in cash and the balance was paid in 5,772,857 shares of Cytec common stock ($292 million at $50.55 per Cytec share). In addition, there is contingent consideration up to a maximum of EUR 50 million, of which EUR 20 million was paid up front with the balance payable in 2006. The contingent consideration is earned on a pro rata basis pending the achievement of certain operating results by Surface Specialties in 2005.
UCB now owns approximately 12.5% of the outstanding shares of Cytec, and has entered into a stockholders agreement which provides for UCB to reduce its stake within 5 years, and contains other customary terms and conditions. The cash portion of the acquisition cost was financed utilizing the credit facilities recently announced by the Company.
In conjunction with this transaction, Cytec has agreed to divest Surface Specialties' amino resin product line during 2005, and to use the proceeds to reduce debt. Sales of Surface Specialties' amino resin product line in 2004 were approximately EUR123 million.
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