07/30/2007, Düsseldorf / Germany

 

Henkel has signed exclusivity agreement with Akzo Nobel

Enhancement of global market position planned

Henkel has signed an exclusivity agreement with Akzo Nobel. At the same time Henkel and Akzo Nobel have negotiated an agreement about a back-to-back transaction, the signing of which is still pending. Under the terms of such agreement Henkel would buy the adhesives and electronic materials businesses of National Starch, a subsidiary company of ICI, in the case of a takeover of ICI by Akzo Nobel. If however a formal offer will be made by Akzo Nobel or a successful takeover of ICI by Akzo Nobel will be realized respectively, is presently still open.

Ulrich Lehner, Chairman of the Management Board of Henkel, comments on the planned acquisition: "The acquisition would be a very good opportunity for us to further strengthen our Adhesives Technologies business sector. The businesses we want to acquire are high-growth operations and would enjoy exceptional geographical and technological complementarity with Henkel’s existing portfolio. I am confident that, with this acquisition, we would be able to realize significant synergies and create substantial value for our shareholders. If however such an acquisition, which is subject to the takeover of ICI by Akzo Nobel, will be realized, cannot be forecast at this moment.”

Henkel KGaA and Akzo Nobel N.V., Arnhem, The Netherlands, have signed an exclusivity agreement on July 26, 2007. At the same time Henkel and Akzo Nobel have negotiated an agreement about a back-to-back transaction, the signing of which is still pending. This agreement allows Henkel to acquire the adhesives and electronic materials businesses of National Starch and Chemical Company, Bridgewater, N.J., USA, a subsidiary company of ICI, in the case that Akzo Nobel can acquire ICI. It is intended - subject to approval by the Henkel Shareholders' Committee - to execute the back-to-back agreement immediately prior to the formal announcement of an offer by Akzo Nobel for ICI. The businesses to be acquired from National Starch realized sales of about 1.26 billion GBP (about 1.85 billion euros) in 2006.

Complementary businesses
The businesses of Henkel and the businesses to be acquired from National Starch would be highly complementary with respect to market segments. Within adhesives, National Starch holds very strong positions in non-wovens and athletic footwear, while Henkel is particularly strong in the automotive and aerospace industries. With regard to electronic materials, comprising adhesives for the semiconductor and electronics industry, the combined businesses would be of a size that would allow Henkel to serve the different submarkets more efficiently. In addition, the new businesses would further provide Henkel with additional technological capabilities in attractive application areas where Henkel so far has been active only to a limited extent. These include adhesives for various medical applications and pressure-sensitive adhesives. The two businesses would also enjoy complementary geographic fit. With the businesses to be acquired from National Starch, Henkel could significantly strengthen its Asian business and in some countries of this region, such as Japan, would achieve market entry. The transaction would also enhance Henkel's presence in other fast growing markets such as Eastern Europe and Latin America.

Closing of such a back-to-back agreement is conditional upon a successful takeover of ICI by Akzo Nobel. If however Akzo Nobel will make a formal offer and if this will then be successfully concluded, is uncertain.