Platform Specialty Products Corporation completed the acquisition of OMG Electronic Chemicals (M) Sdn Bhd and Electronic Chemicals and Photomasks Businesses from Vectra Corporation.
January 30, 2016
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Platform Specialty Products Corporation (NYSE:PAH) agreed to acquire OMG Electronic Chemicals (M) Sdn Bhd and Electronic Chemicals and Photomasks Businesses from OM Group Inc. (NYSE:OMG) for $365 million in cash on May 31, 2015. In a related transaction, Apollo Global Management, LLC entered into an agreement to acquire OM Group Inc. for $1.03 billion in cash on June 1, 2015. Fully committed debt financing for Platform is being provided by Credit Suisse and Barclays. The business line had $28 million in EBITDA in 2014. In the event of termination due to superior proposal, Om Group will pay Apollo and Platform a termination fee of $36.6 million, and due to other reasons a termination fee of $18.3 million. Apollo Parties and/or Platfrom will be required to pay Om Group a reverse termination fee equal to $62.7 million in cases of failure to obtain debt financing. The prorate share of reverse termination fee for Platform is $17.6 million. If the merger agreement is terminated due to the failure to obtain certain regulatory approvals related to the carve-out transaction, Platform may be required to reimburse Om Group and the Apollo Parties for their respective fees and expenses in an aggregate amount up to $11.25 million.
The Boards of Directors of OM Group and Platform unanimously approved the respective transaction. As on June 26, 2015, the transaction received early termination notice of anti-trust approval period. The deal will be completed in two stages with the first stage expected within 30 days and the second in early 2016. As of October 7, 2015, the deal has received all required regulatory approvals. Platform has sufficient cash, principally from its $483 million June 2015 equity issuance, to fund the acquisition. The transaction is expected to close in January 2016. On October 28, 2015, Platform Specialty Products completed the acquisition of OM Group businesses except the Malaysian subsidiary which is expected to close in January 2016.
Donn A. Beloff of Greenberg Traurig LLP and Taurie M. Zeitzer of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Platform. BNP Paribas SA (ENXTPA:BNP) and Deutsche Bank Securities Inc. acted as a financial advisor to OM Group. James P. Dougherty of Jones Day acted as a legal advisor to OM Group.
Platform Specialty Products Corporation (NYSE:PAH) completed the acquisition of OMG Electronic Chemicals (M) Sdn Bhd and Electronic Chemicals and Photomasks Businesses from Vectra Corporation on January 31, 2016. Platform Specialty acquired OMG Electronic Chemicals (M) Sdn Bhd on January 31, 2016.
Element Solutions Inc is a global and diversified specialty chemicals company whose businesses supply a broad range of solutions. The Companyâs segments include Electronics and Industrial & Specialty. The Electronics segment research, formulates and sells specialty chemicals and process technologies for all types of electronics hardware, from complex printed circuit board designs to advanced semiconductor packaging. The Industrial & Specialty segment research, formulates and sells specialty chemicals and process technologies that enhance surfaces or improve industrial processes in diverse industrial sectors from automotive trim to transcontinental infrastructure and from high-speed printing to high-design faucets. Its solutions enable customers manufacturing processes in several key industries, including consumer electronics, power electronics, semiconductor fabrication, communications and data storage infrastructure, automotive systems, industrial surface finishing, and others.
Platform Specialty Products Corporation completed the acquisition of OMG Electronic Chemicals (M) Sdn Bhd and Electronic Chemicals and Photomasks Businesses from Vectra Corporation.