Fangda Carbon New Material Technology Co., Ltd. and C-Chem CO.,Ltd. completed the acquisition of Koppers Carbon Chemical Company Limited from Koppers International B.V. and Yizhou Group Company Limited.
September 29, 2020
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Fangda Carbon New Material Technology Co., Ltd. (SHSE:600516) and C-Chem CO.,Ltd. signed a definitive agreement to acquire Koppers (Jiangsu) Carbon Chemical Company Limited from Koppers International B.V. and Yizhou Group Company Limited for approximately $110 million on February 18, 2020. The consideration is payable in cash. Fangda Carbon and C-Chem will invest $50 million and $57 million to acquire 46.73% and 53.27%, respectively in Koppers (Jiangsu) Carbon Chemical Company. In a related transaction, Koppers (Jiangsu) Carbon Chemical Company Limited has reached agreement with its largest customer in china to resolve the previously disclosed contractual dispute related to application of contractual pricing terms. On August 25, 2020, Fangda Carbon New Material Technology Co., Ltd. and C-Chem CO.,Ltd. received payment of $10 million in earnest money which will be applied to the acquisition price when the deal closes. The settlement of the dispute will become effective upon the closing of this transaction. If the deal does not close by the new deadline, Koppers and Yizhou Group Company Limited, which owns 25% of KJCC, will retain the money. The transaction is subject to customary closing conditions, including receipt of regulatory approvals in China and approval of the transaction by the shareholders of Fangda Carbon New Material Technology Co., Ltd. As on March 5, 2020, the transaction is approved by the shareholders of Fangda Carbon New Material Technology. On April 16, 2020, the pending divestiture reached another milestone by filing for antitrust approval with China’s State Administration for Market Regulation of China (SAMR) and a decision is anticipated to be issued by June 2020. As of April 29, 2020, the State Administration for Market Regulation of China decided not to conduct further review and gave approval for the pending divestiture to proceed. As of September 22, 2020, the transaction is still pending. Additionally, the parties submitted a second required government filing with the SAMR earlier this month and received its approval for the transaction. The parties have thus completed the significant regulatory filings and received associated government approvals necessary to close the transaction. The closing of the transaction is expected in July 2020. The acquisition is expected to be completed by the end of August 2020. As of June 17, 2020, the transaction is expected to close in July 2020 to mid-August 2020. As of July 27, 2020, the transaction is expected to close in the third-quarter of 2020. As of August 25, 2020, transaction is expected to close on September 30, 2020. Koppers expects to realize approximately $65 million of net cash and Koppers Holdings Inc. plans to apply the cash proceeds toward debt reduction. Terence Wong, Oscar A. David and Courtney M.W. Tygesson of Winston & Strawn LLP acted as legal advisors to Koppers Holdings Inc.
Fangda Carbon New Material Technology Co., Ltd. (SHSE:600516) and C-Chem CO.,Ltd. completed the acquisition of Koppers (Jiangsu) Carbon Chemical Company Limited from Koppers International B.V. and Yizhou Group Company Limited on September 30, 2020.
FangDa Carbon New Material Co., Ltd. is a China-based company principally engaged in the production and sales of graphite and carbon products. The Company's main products include ultra-high power, high power and common power graphite electrodes, microporous carbon bricks, semi-graphite carbon bricks, aluminum carbon bricks, isostatic graphite products, special graphite products, biological carbon products and carbon composite materials, among others. The Company is also involved in the mining and sales of iron minerals through its subsidiaries.
Fangda Carbon New Material Technology Co., Ltd. and C-Chem CO.,Ltd. completed the acquisition of Koppers Carbon Chemical Company Limited from Koppers International B.V. and Yizhou Group Company Limited.