- To maximize shareholder value, DuPont will execute the previously announced M&M divestment in two transactions; including over 80% to be sold to Celanese
- Definitive agreement with Celanese to divest the Engineering Polymers line of business and select product lines in the Performance Resins and Advanced Solutions lines of business, representing approximately $3.5 billion in net sales and $800 million in operating EBITDA(1)in 2021.Gross cash proceeds of $11 billion generate an enterprise value multiple of approximately 14 times 2021 operating EBITDA(1)
- Delrin Disposal Process®product line, representing approximately $550 million in net sales and $0.180 million in operating EBITDA(1)in 2021, it continues to have a substantial interest in the leading market asset(2)
WILMINGTON, Del., February 18, 2022 -DuPont (NYSE: DD) announced today that it has entered into a definitive agreement with Celanese Corporation (NYSE: CE) to sell the majority of its Mobility and Materials business, including its Engineered Polymers business line and selected product lines in Performance Resins and Advanced Solutions. $11 billion in cash lines of business, subject to customary transaction adjustments under the final agreement, representing an enterprise value multiple of ~14x 2021 operating EBITDA.(1)Combined, these businesses generated net sales of approximately $3.5 billion and operating EBITDA(1)of approximately US$800 million in 2021.The sales tax rate for Celanese is expected to be in the mid to high single digits.
Celanese received fully committed financing in connection with the transaction. The transaction is expected to close in late 2022, subject to customary closing conditions and regulatory approvals.
"The Celanese transaction we are announcing today will create a market-leading portfolio, serving the automotive, consumer and industrial markets with unmatched scale, manufacturing capacity and technical expertise," said Ed Breen, DuPont CEO and CEO. . “We are proud of the strength of these industry-leading businesses, which we believe will be even stronger when combined with Celanese's highly complementary portfolio. We are excited to partner with Celanese with the team and are confident that together they will continue to drive industry-defining materials science innovation to serve customers and the value chain.”
“We are excited to welcome our future colleagues at DuPont, who have built a world-class portfolio of products and technology that is highly regarded in the industry,” said Lori Ryerkerk, Celanese President and CEO. "Our businesses are highly complementary, which will accelerate our growth in high-value applications, including mobility, connectivity and future medicine."
“Today's announcement represents a significant milestone in DuPont's transformation into a world-class, multi-industry company, building on our recent acquisition of Laird Performance Materials and our intent to acquire Rogers Corporation to further establish DuPont as a market leader. in the areas of electronics, water, industrial technologies, protection and next-generation automobiles,” continued Breen. “This deal also creates significant value for DuPont shareholders. After considering various business structures, including a range of potential buyers, we are confident that our announced transaction with Celanese maximizes value for our shareholders and positions the company and our employees for long-term success."
DuPont advances separately in Delrin divestment process®business that was included in the scope of the strategic review process that the Company announced on November 2, 2021. Delrin®businesses generated net sales of approximately $550 million and operating EBITDA(1)of approximately $180 million in 2021. The company targets a closing date for the sale of Delrin®in the first quarter of 2023.(2)
“Delrin®Acetal Homopolymer (H-POM) is an industry-leading technology used by customers around the world to meet their most demanding needs,” said Breen. “There is substantial interest in this high-quality asset and I am confident that the early sale of Delrin®will generate additional value for DuPont shareholders.”
Self-adhesive, Multibase and Tedlar®product lines within the Mobility & Materials segment (the “retained M&M businesses”) are not included in the scope of the anticipated divestitures. Beginning in the first quarter of 2022, DuPont will report retained M&M business in Corporate for the current and historical periods. In total, the retained M&M businesses generated net sales of approximately $950 million and operating EBITDA(1)of approximately $0.12 billion in 2021. A summary of the business lines that the company intends to divest and those that will be reported in the Corporate on DuPont Investor Relations is published.page the internet.
Beginning in the first quarter of 2022, DuPont will classify and report the results of the businesses that will be sold to Celanese and Delrin.®(the “Disposed M&M Businesses”), as discontinued operations for the current and historical periods in DuPont's consolidated financial statements. Before publishing its first quarter 2022 results, DuPont will update its outlook for the first quarter and full year of 2022 to reflect the impact of classifying the sold M&M business as discontinued operations.
DuPont intends to use the net proceeds from the divested M&M business to fund the previously announced acquisition of Rogers Corporation and other M&A opportunities, in addition to ongoing share repurchases as part of a balanced financial policy.
Goldman Sachs & Co. LLC is acting as financial advisor to DuPont and Skadden, Arps, Slate, Meagher & Flom LLP is acting as general counsel.
(1) Operating EBITDA shown is based on reported DuPont segment, which will be different from operating EBITDA to be reclassified as discontinued operations due to corporate cost allocation.
(2) DuPont's board of directors approved the sale of the Delrin® acetal homopolymer (H-POM) business. The disposition of Delrin® is subject to the execution of definitive agreements and the Company anticipates that the closing would be subject to regulatory approvals and other customary closing conditions.
DuPont (NYSE: DD) is a world leader in innovating technology-enabled materials and solutions that help transform industries and everyday life. Our employees apply diverse sciences and insights to help customers develop their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, worker health and safety. More information about the company, its business and its solutions can be found atCwww.dupont.cometro. Investors can access the information contained in the Investor Relations section of the website atinvestors. dupont.cometro.
On November 2, 2021, DuPont announced that it has entered into definitive agreements to acquire Rogers Corporation ("Rogers"), (the "Planned Rogers Acquisition"). On January 25, 2022, Rogers shareholders approved the transaction.Closing is expected by the end of the second quarter of 2022, subject to regulatory approvals and customary closing conditions.
On February 18, 2022, DuPont announced that it has entered into definitive agreements to sell the majority of its Mobility and Materials business, excluding certain Advanced Solutions and Performance Resins businesses, to Celanese Corporation ("Celanese"), (the "Disposal of M&M's"). . Closing is expected by the end of 2022, subject to regulatory approvals and customary closing conditions.
The Company also announced on February 18, 2022 that its Board of Directors approved the divestiture of Delrin®'s homopolymer acetal (H-POM) business. In addition to entering into definitive agreements, the Company anticipates that the closing of the Delrin® sale would be subject to regulatory approvals and other customary closing conditions (the “Delrin® Business Divestiture” and together with the M&M Divestiture, the M&M).
Cautionary Statement Regarding Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements generally address the business, financial performance and financial condition expected in the future and often contain words such as "expect", "anticipate", "intend", "plan", "believe" , "buscar", "see", "will", "would", "target" and similar expressions and variations or negatives of these words.
Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties and assumptions, many of which are beyond DuPont's control, that could cause actual results to differ materially from those expressed in any forward-looking statement Forward-looking statements are not guarantees of future results. Some of the important factors that could cause DuPont's actual results to differ materially from those projected in such forward-looking statements include, among others: (i) the parties' ability to meet expectations with respect to timing, completion, and accounting and tax treatments resulting from the Divestment of M&M to Celanese, including (x) any failure to obtain necessary regulatory approvals, anticipated tax treatment or compliance with any of the other conditions of the proposed transaction, (y) the possibility that unforeseen liabilities, future capital expenditures, revenues, expenses, gains, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies may affect the value, term or pursuit of the proposed transaction, and (z) the risks and costs and the pursuit remains and/or implementation, timing and impacts on business operations of the separation of business lines within the scope of Divestment of M&M's investment in Celanese, (ii) the timing and outcome of the divestiture of the Delrin® business, including the execution of definitive agreements, and the risks, costs and ability to obtain benefits from continuing with the divestiture of the Delrin® business; (iii) ability to obtain early tax treatments related to mergers, acquisitions, divestitures and other portfolio change actions and the impact of changes in relevant tax and other laws; (iv) indemnification of certain inherited liabilities; (v) the risks and costs related to the respective performance of each party and the impact of the agreement to share eligible future PFAS costs between DuPont, Corteva and Chemours; (vi) not close (or all) the anticipated deadlines, realize the anticipated benefits, and effectively manage and achieve anticipated synergies and operating efficiencies in connection with mergers, acquisitions, divestitures, and other portfolio changes, including the anticipated acquisition of Rogers and M&M divestments; (vii) risks and uncertainties, including increased costs and the ability to source raw materials and meet customer needs, related to operational and supply chain impacts or disruptions, which may result from, among other events, of the COVID-19 pandemic,19 and actions in response to it, and weather-related and geopolitical events; (viii) ability to offset increases in the cost of inputs, including raw materials, energy, and logistics; and (ix) other risks to DuPont's business and operations; each as described in DuPont's most recent annual report and subsequent current and periodic reports filed with the US Securities and Exchange Commission. Factors not listed may present significant additional obstacles to making forward-looking statements. The consequences of material differences in results compared to those anticipated in the forward-looking statements could include, among other things, business or supply chain interruption, operational problems, financial losses, third-party liability and similar risks, any of which may have a material impact. adverse effect on DuPont's consolidated financial position, results of operations, credit rating or liquidity. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DuPont does not undertake any obligation to provide public revisions or updates to any forward-looking statement, whether as a result of new information, future developments or otherwise, should circumstances change, except as required by securities and other laws. applicable.
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