completes acquisition of Arch Chemicals
Creation of the world’s leading microbial control business
Customers will benefit from innovative microbial control formulations based on a
broad portfolio of registered and approved active ingredients
Integration of Arch as new business sector Microbial Control
Basel, Switzerland, 20 October 2011 – Lonza Group Ltd
(SIX: LONN), one of the world’s
leading suppliers to the life science industries, announced today the expiration of the
subsequent offering period of the tender offer by Lonza
and its indirect, wholly-owned
subsidiary LG Acquisition Corp. for all outstanding shares of common stock of
Arch Chemicals, Inc. (NYSE:ARJ) at a price of USD 47.20 per share in cash, without interest
and less any required withholding taxes.
The subsequent offering period expired at 12:00 midnight, New York City time, on
Wednesday, 19 October 2011. BNY Mellon Shareowner Services, the depository for the
tender offer, has advised Lonza
that, as of the expiration of the subsequent offering period, a
total of approximately 24,395,876 shares of Arch Chemicals common stock were validly
tendered and not properly withdrawn pursuant to the tender offer during the initial offering
period and the subsequent offering period, representing approximately 95.9% of the
outstanding shares of Arch Chemicals common stock. LG Acquisition Corp. has accepted for
payment all shares validly tendered and not properly withdrawn pursuant to the tender offer
during the initial offering period and the subsequent offering period.
As a result of the tenders, Lonza
will own more than 90 percent of the outstanding shares of
Arch Chemicals common stock and expects to complete its acquisition of Arch Chemicals
through a short-form merger without a vote or meeting of Arch Chemicals’ shareholders. The
short-form merger and completion of the acquisition of Arch Chemicals is expected to be
completed no later than 21 October 2011. Upon completion of the merger, Arch Chemicals will
become an indirect, wholly-owned subsidiary of Lonza
. In the merger, each of the
approximately 1,046,257 remaining shares of Arch Chemicals common stock not validly
tendered in the tender offer will be converted into the right to receive the same $47.20 in cash
per share, without interest, that was paid in the tender offer.
Microbial Control, a new business sector formed by the acquisition and led by Jeanne
Thoma as previously announced, will provide customers with a complete solutions offer for
their microbial control needs. The new business will be ideally positioned to increase R&D and
product development spending across its broader product portfolio. Lonza
will offer this
complementary range of products and actives to a broader range of customers in both
established and emerging markets.
Stefan Borgas, CEO of Lonza
, comments: “After having built the world's leading
pharmaceutical contract manufacturer over the past years, we as of today, also are the world’s
leading microbial control business. This step enhances our global footprint, balances our
currencies and our business models. We have the willingness and the resources to invest in
R&D and applications development for the benefit of all of our customers”.
Promptly after the completion of the merger, Lonza
intends to cause all shares of Arch
Chemicals common stock to be delisted from the New York Stock Exchange (the “NYSE”).
Upon completion of the merger, Arch Chemicals shares will cease to be traded on the NYSE
and Arch Chemicals will no longer have reporting obligations under the Securities Exchange
Act of 1934, as amended.