Cytec Industries Inc. announced today that it has agreed with UCB to amend the terms of its previously announced acquisition of UCB’s Surface Specialties business. The terms of the transaction were modified to reflect changes in the 2004 operating results of the business to be acquired versus expectations. As communicated by UCB today, preliminary results in 2004 for the business to be acquired had sales and EBITDA (earnings before interest, taxes, depreciation and amortization), prepared in accordance with accounting principles generally accepted in Belgium, of €1.112 billion ($1.446 billion at 1.30$/€) and €147 million ($191million at 1.30$/€), respectively. Sales and EBITDA for Surface Specialties for the year ended 2003 were €1.0 billion and €125 million, respectively. The indicated EBITDA excludes certain corporate expenses to be retained by UCB and certain items of a non-recurring nature.
The parties have agreed to a revised price equivalent to €1.415 billion ($1.840 billion at 1.30$/€) including contingent payments of up to a maximum of €50 million. This is reduced from the previously announced € 1.5 billion. The contingent consideration is earned on a pro rata basis pending the achievement of certain operating results by Surface Specialties in 2005. The non-cash portion of the consideration will be paid as previously agreed in 5,772,857 shares of Cytec common stock valued at €225 million when the original agreement was signed. The acquisition remains subject to US regulatory approval as well as other customary closing conditions. The companies now expect a February 28, 2005 closing date.
David Lilley, Chairman, President and Chief Executive Officer commented, “We are pleased to have reached this revised agreement with UCB. Since announcing this transaction on October 1st, 2004, we have made substantial progress in the planning for the integration into Cytec of this important business. We continue to be excited about the growth possibilities this acquisition will bring to Cytec thus increasing returns to our shareholders.
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