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OM Group, Inc., a technology-driven diversified industrial company, today announced that it has entered into a definitive agreement to be acquired by funds managed by affiliates of Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, "Apollo", and such funds, collectively, the "Apollo Funds"), for $34.00 per share in cash. The purchase price represents a premium of approximately 28% over OM Group's closing share price on May 29, 2015.
Platform Specialty Products ("Platform") (NYSE: PAH) will acquire OM Group's Electronic Chemicals and Photomasks businesses, which combined represented approximately $28 million of adjusted EBITDA in 2014, from the Apollo Funds in two separate transactions for total cash consideration of $365 million. Platform believes there is a synergy opportunity in excess of $20 million over the next two years from the combination of these complementary assets. Following the transactions, the Apollo Funds will own OM Group's Magnetic Technologies, Battery Technologies and Advanced Organics businesses.
"Last year, we launched a comprehensive review of strategic alternatives, resulting in our Board of Directors unanimously concluding that this acquisition of the Company is the best course of action to maximize value for OM Group stockholders," said Joseph M. Scaminace, Chairman and Chief Executive Officer of OM Group. "Our transformation over the past several years created an attractive portfolio of differentiated businesses with a strong foundation. The transactions we are announcing today will deliver significant and immediate cash value for our stockholders. The Apollo Funds and Platform add financial resources and global operating experience to support the execution of strategies driving the growth and competitiveness of these businesses over the long term. Customers can be confident that they will continue receiving high-quality products and services, innovation and applications expertise to meet their evolving needs."
"We are tremendously excited by the unique opportunity to acquire three leading businesses that are part of the OM Group portfolio in a transaction that highlights Apollo's deep expertise and long history of value creation in the chemicals and materials sciences businesses. We look forward to partnering with management to support the continued growth of the Company," said Scott Kleinman, Lead Partner of Apollo's Private Equity business.
Platform CEO Daniel H. Leever said, "Acquiring highly-synergistic businesses is a core component of our growth strategy. This transaction fits within our disciplined acquisition criteria and bolsters our Performance Applications segment. We have long admired these businesses and are excited to bring them into the Platform family."
The Boards of Directors of OM Group and Platform unanimously approved the respective transactions. The acquisition of OM Group is expected to be completed by the end of 2015. The transactions are subject to customary closing conditions, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, regulatory approvals in various jurisdictions, and OM Group stockholder approval.
The merger agreement includes a "go-shop" period, during which the Board will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals during a 35-day period following the execution date of the definitive agreement. There can be no assurance that this process will result in a superior proposal. OM Group does not intend to disclose developments about this process unless and until its Board has made a decision with respect to any potential superior proposal.
BNP Paribas is serving as financial advisor to OM Group, and Deutsche Bank Securities Inc. is serving as financial advisor to OM Group's Board of Directors. Jones Day is serving as legal counsel to OM Group. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to the Apollo Funds and Lazard and Credit Suisse are acting as financial advisors to the Apollo Funds. Fully committed debt financing for the Apollo Funds is being provided by Credit Suisse. Greenberg Traurig LLP is acting as legal advisor to Platform. Fully committed debt financing for Platform is being provided by Credit Suisse and Barclays.
About OM Group
OM Group is a technology-driven diversified industrial company serving attractive global markets, including automotive systems, electronic devices, aerospace and defense, industrial and medical. Its business platforms use innovation and technology to address customers' complex applications and demanding requirements. For more information, visit the Company's website at www.omgi.com.
Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai. As of March 31, 2015, Apollo had assets under management of approximately $163 billion in private equity, credit and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources. For more information about Apollo, please visit www.agm.com.
Platform is a global, diversified producer of high-technology specialty chemical products and provider of technical services. The business involves the manufacture of a broad range of specialty chemicals, created by blending raw materials and the incorporation of these chemicals into multi-step technological processes. These specialty chemicals and processes are sold into multiple industries including agriculture, electronics, graphic arts, metal and plastic plating, and offshore oil production and drilling. More information on Platform is available at www.platformspecialtyproducts.com.