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Silicones and Advanced Materials Company Momentive Agrees to USD 3.1bn Investor Group Buyout
Friday 14 September 2018

14 September 2018 - US-based silicones and advanced materials company MPM Holdings Inc. (Momentive) (OTCQX: MPMQ) and investment firm SJL Partners LLC, South Korean chemicals manufacturer KCC Corp. (KS:002380) and South Koran quartz and ceramic wares maker Wonik QnC Corp. (KOSDAQ: 074600) have entered into a definitive merger agreement whereby the investor group will acquire Momentive in a transaction valued at approximately USD 3.1bn, including the assumption of net debt, pension and OPEB liabilities, the company said.

Based in Waterford, New York, Momentive develops and manufactures specialty silicones and silanes, as well as fused quartz and specialty ceramics products.

Momentive has a more than 75-year track record of creating products and solutions to serve more than 4,000 customers in over 100 countries.

The company has a global network of 24 production sites and 12 research and development facilities.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of Momentive, KCC and Wonik, the investment committee of SJL and by requisite vote of Momentive's stockholders, the investor group will assume Momentive's net debt obligations subject to minimum closing cash requirements of USD 250m.

Momentive stockholders will receive USD 32.50 for each share of common stock they own subject to minimum closing cash requirements.

The transaction will be financed through a combination of cash and new debt that will be put in place at closing. The transaction is not subject to any financing contingency and is expected to close in the first half of 2019, subject to regulatory approvals and other customary closing conditions.

Momentive is in silicones and advanced materials, with a more than 75-year heritage of being first to market with performance applications that support and improve everyday life.

Momentive delivers science-based solutions for major industries, by linking its custom technology platforms to allow the creation of unique solutions for customers.

Based in Seoul, South Korea, KCC Corp. is a chemicals manufacturer in Korea, specializing in paints, building materials and specialty materials.

It also engages in the silicones business for developing products in the fields of specialized paints and precision chemical engineering. KCC Corp. was founded in 1958 and is headquartered in Seoul, South Korea.

Wonik QnC Corp. manufactures and sells quartz and ceramic wares used in the production of semiconductor wafers.

The company's Quartz division provides quartz wares used in the production of semiconductor IC's, as well as products used in the production of semiconductors, LCDs, LEDs, and solar cells.

Its Ceramic division offers ceramics materials, including aluminum nitride, silicon carbide, and boron nitride composite.

Wonik QnC Corp. was founded in 1983 and is headquartered in Gumi, South Korea.

SJL is a private equity investment manager focused on partnership investments with market-leading strategic companies to support their organic and inorganic growth, including bolt-on acquisitions.

The firm's portfolio includes investment into Celltrion Holdings, Korea's leading biosimilar drug manufacturer, and Vigevano, one of the earliest distributors of leading fashion brands and leather goods in Korea.

Goldman Sachs and Co LLC and Moelis and Company LLC are serving as financial advisors to Momentive. Paul, Weiss, Rifkind, Wharton and Garrison LLP is serving as primary legal counsel to Momentive.

UBS Investment Bank is serving as financial advisor to the Investor Group, and Greenberg Traurig, LLP is serving as legal counsel.
Details
Date Published: 14/09/2018
Target: MPM Holdings Inc. (Momentive)
Country: USA
Deal Size: 3.1bn (USD)
Sector: Chemicals
Type: LBO
Financing: Cash
Status: Agreed
Vendor:
Buyer: SJL Partners, KCC Corp, Wonik QnC Corp
Buyer Advisor: UBS Investment Bank , Greenberg Traurig
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