08/13/2007, Duesseldorf/ Germany

 

Important step towards acquisition of National Starch businesses

 

 

Contact

Name Ernst Primosch
  Corporate Vice President Corporate Communications
Phone 0049-211-797-3533
Fax 0049-211-798-2484
Email Send email

Name Lars Witteck
  Head External Communications
Phone 0049-211-797-2606
Fax 0049-211-798-9208
Email Send email

Name Wulf Klüppelholz
  Corporate Communications, Financial Communications
Phone 0049-211-797-1875
Fax 0049-211-798-9208
Email Send email

Henkel signs back-to-back agreement with Akzo Nobel

Following approval of the Shareholders’ Committee of Henkel KGaA, Henkel and Akzo Nobel N.V., Arnhem, The Netherlands, have signed an agreement on a back-to-back transaction on August 13, 2007.

Under the terms of this agreement, Henkel will acquire the adhesives and electronic materials businesses of National Starch and Chemical Company, Bridgewater, N.J., USA. National Starch is a subsidiary company of ICI plc, London, UK. The back-to-back transaction is conditional on the takeover of ICI by Akzo Nobel. If this takeover will be accomplished, is still uncertain.

The transaction value of these businesses is 2.7 billion GBP (close to 4 billion euros). The National Starch businesses to be acquired realized sales of about 1.26 billion GBP (about 1.85 billion euros) in 2006.

This document contains forward-looking statements which are based on the current estimates and assumptions made by the corporate management of Henkel KGaA. Forward-looking statements are characterized by the use of words such as expect, intend, plan, predict, assume, believe, estimate, anticipate, etc. Such statements are not to be understood as in any way guaranteeing that those expectations will turn out to be accurate. Future performance and the results actually achieved by Henkel KGaA and its affiliated companies depend on a number of risks and uncertainties and may therefore differ materially from the forward-looking statements. Many of these factors are outside Henkel's control and cannot be accurately estimated in advance, such as the future economic environment and the actions of competitors and others involved in the marketplace. Henkel neither plans nor undertakes to update any forward-looking statements.

Under the provisions of Rule 8.3 of the Takeover Code (the “Code”), if any person is, or becomes, “interested” (directly or indirectly) in one per cent or more of any class of “relevant securities” of ICI, all “dealings” in any “relevant securities” of that company (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends.  If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of ICI, they will be deemed to be a single person for the purposes of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all “dealings” in “relevant securities” of ICI by Akzo Nobel or ICI, or by any of their respective “associates”, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities.  In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8 of the Code, you should consult the Panel.