Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on April 19, 2022, Avient Corporation ("Avient")
entered into a signing protocol (the "Signing Protocol") with Koninklijke DSM
N.V., a public limited liability company incorporated under the laws of the
Netherlands ("Seller"). On June 22, 2022, the consultation process with the
relevant Dutch works council was completed and on June 23, 2022, pursuant to the
terms of the Signing Protocol, Avient and Seller entered into a Sale and
Purchase Agreement (the "Purchase Agreement") pursuant to which Avient will,
among other things, acquire from Seller (a) all of the equity of DSM Protective
Materials International B.V., a private limited liability company organized
under the laws of the Netherlands, DSM Protective Materials B.V., a private
limited liability company organized under the laws of the Netherlands, and DSM
Protective Materials LLC, a Delaware limited liability company, and (b) certain
other assets related to Seller's protective materials business (such equity and
assets together, the "DPM Business") (such acquisition of the DPM Business, the
"Acquisition").
Pursuant to the terms of the Purchase Agreement, Avient has agreed to acquire
the DPM Business for an aggregate purchase price of €1,380,300,000, subject to
certain customary adjustments for a European "locked box" transaction (the
"Purchase Price"). Certain Purchase Price payments are Euro-denominated and are
subject to change based on fluctuations in the Euro-USD exchange rate.
The closing of the Acquisition is subject to the satisfaction or waiver of
customary and other conditions, including the receipt of required regulatory
approvals.
The foregoing descriptions are qualified in their entirety by reference to the
Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current
Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit:
Number Exhibit
2.1 Sale and Purchase Agreement of the DSM Protective Materials Business, by and
among Koninklijke DSM N.V., Avient Corporation and, solely for the purposes of
Clause 2.1 and Clause 2.2, Fiber-Line International B.V., dated June 23,
2022†
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document
† The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K and will be provided to the Securities and Exchange Commission
upon request.
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