TOKYO and NEW YORK, Feb. 23,
2015 /PRNewswire/ -- Asahi Kasei Corporation (TSE1: 3407,
hereinafter: "Asahi Kasei"), Japan's leading diversified chemical
manufacturer with businesses in the chemicals & fibers, homes
& construction materials, electronics, and health care sectors,
announced today that it has entered into a definitive merger
agreement to acquire Polypore International, Inc. (NYSE:PPO,
hereinafter: "Polypore"), a manufacturer of microporous membranes,
which currently has two business segments: Energy Storage and
Separations Media. In conjunction with this transaction, Polypore
also announced today that it has entered into a definitive asset
purchase agreement to sell the assets and liabilities related to
the Separations Media segment to 3M Company (NYSE:MMM, hereinafter:
"3M") for cash consideration of approximately USD 1.0 billion.
Asahi Kasei, through a U.S. subsidiary, will acquire all of the
outstanding shares of Polypore's common stock for USD 60.50 per share in the form of a cash merger,
which would occur immediately after the closing of the sale of the
Separations Media segment to 3M. As a result of these transactions,
Asahi Kasei will acquire Polypore's Energy Storage business for
total net consideration of approximately USD
2.2 billion. The transactions have been approved by the
Boards of Directors of Asahi Kasei, 3M, and Polypore, and are
subject to customary conditions, including approval of Polypore's
shareholders and receipt of applicable regulatory clearances.
Overview of the Contemplated Transactions
The transaction is consistent with Asahi Kasei's medium-term
strategic management initiative, "For Tomorrow 2015," which is
focused on providing new value for society by enabling "living in
health and comfort" and "harmony with the natural environment." To
realize this vision, Asahi Kasei has identified Environment &
Energy, Residential Living, and Health Care as three areas of
strategic focus to leverage its existing technological and business
competencies for expansion and growth that creates new value.
The Energy & Environment focus area will require significant
growth and innovation given the global challenge to develop more
sophisticated energy storage material solutions, especially in
automotive applications, against a backdrop of increasing
motorization in emerging countries and heightening worldwide demand
for eco-friendly cars such as electric vehicles and hybrid electric
vehicles. Further growth is expected from the increasing need for
high-performance stationary energy storage systems to enable more
efficient utilization of renewable energy.
Polypore is a compelling fit with Asahi Kasei's electronic
materials business, led by Asahi Kasei's Hipore™ lithium-ion
battery ("LIB") separator with applications in energy storage for
both consumer electronics and automotive applications.
Polypore has established an excellent global platform for its
LIB separator business, with production plants in the U.S.,
South Korea, and China, and products that complement Asahi
Kasei's strategies and objectives. The combination of the LIB
separator businesses of the two companies will enable the further
development of more sophisticated products, which will contribute
to the advancement of LIB technology and performance and lead to
accelerated growth and value creation. Furthermore, the addition of
Polypore's lead-acid battery separator business, which has
production plants in the U.S., Thailand, France, Germany, India, and China, will reinforce Asahi Kasei's energy
storage material businesses as a comprehensive supplier of a wide
range of materials that meet diverse energy solution needs.
Commenting on the transaction, Toshio
Asano, President & Representative Director of Asahi
Kasei, said, "We are very excited to be joining forces with
Polypore, an esteemed player in energy storage. The Environment
& Energy is an area of strategic focus for us as we expand and
grow, creating new value for the future. We look forward to
combining our respective strengths in battery separator technology,
achieving new innovations that contribute to solutions to the
world's environmental and energy challenges."
Robert B. Toth, Chief Executive
Officer of Polypore, commented, "We are delighted to be announcing
these transactions today. Both Asahi Kasei and 3M have highly
recognized technology in their respective fields, and the
combination of our Energy Storage business with Asahi Kasei and our
Separations Media business with 3M are excellent strategic fits,
which we believe create value for our people, customers and
shareholders. When you combine our technology, process capabilities
and material science expertise with their technology, global reach
and broader resources, there's a great opportunity to accelerate
growth going forward."
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. is acting as
financial advisor to Asahi Kasei, and Cleary Gottlieb Steen & Hamilton LLP is
acting as Asahi Kasei's legal counsel. Bank of America Merrill
Lynch acted as financial advisor to Polypore and Jones Day acted as legal advisor to
Polypore.
Media Enquiries:
In Japan:
Ross Rowbury, Edelman Japan, Tel.
+81-(0)3-4360-9000; Mobile. +81-90-3132-4908
email: ross.rowbury@edelman.com
Ian Messer, Edelman Japan, Tel.
+81-(0)3-4360-9000; Mobile. +81-90-3479-5541
email: ian.messer@edelman.com
In the U.S.A:
Lex Suvanto, Edelman U.S.A, Tel. +1-212-729-2463; Mobile
+1-646-775-8337
email: lex.suvanto@edelman.com
Ashley Bowles, Edelman
U.S.A, Tel. +1- 212-642-7737;
Mobile +1-917-283-8437
email: ashley.bowles@edelman.com
NOTES TO EDITORS
About Polypore International, Inc.
Polypore
International, Inc. is a global high technology filtration company
specializing in microporous membranes. Polypore's flat sheet and
hollow fiber membranes are used in specialized applications that
require the removal or separation of various materials from
liquids, primarily in the ultrafiltration and microfiltration
markets. Based in Charlotte, N.C.,
Polypore International, Inc. is highly regarded in the market with
manufacturing facilities or sales offices in nine countries serving
six continents.
For more information, visit www.Polypore.net
About 3M Company
3M is a science-based company with a
culture of creative collaboration that inspires powerful
technologies, making life better. With $32
billion in sales, 3M employs 90,000 people worldwide and has
operations in more than 70 countries. For more information, visit
www.3M.com or follow @3MNewsroom on Twitter.
About Asahi Kasei Corporation
Asahi Kasei is
Japan's leading diversified
chemical manufacturer with businesses in the chemicals &
fibers, homes & construction materials, electronics, and health
care sectors. The company's growth strategy involves continuous
transformation of its business portfolio through constant
innovation in anticipation of emerging market needs, and through
this process Asahi Kasei has developed into a diversified solution
provider. With more than 29,000 employees around the world, the
Asahi Kasei Group serves customers in more than 100 countries.
Within the electronics sector, the company has two areas of
operation, electronic devices and electronic materials. In
electronic materials, the company offers a broad range of
high-performance energy/electronics materials such as the Hipore™
LIB separator, photosensitive dry film used in the production of
printed wiring boards, photomask pellicles used in the production
of LCD panels and semiconductors, and many other products created
through exceptional chemical technology and R&D
capabilities.
For more information, visit www.Asahi
Kasei.co.jp/asahi/en/.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains certain statements
that are "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended. Asahi Kasei, 3M, and Polypore
have identified some of these forward-looking statements with words
like "believe," "may," "could," "would," "might," "possible,"
"will," "should," "expect," "intend," "plan," "anticipate," or
"continue," the negative of these words, other terms of similar
meaning or the use of future dates. Forward-looking statements in
this release include without limitation statements regarding the
expected timing of the completion of the transactions described in
this press release, Asahi Kasei's operation of the Polypore's
business following completion of the contemplated transactions, and
statements regarding the future operation, direction and success of
Polypore's businesses. Such statements are qualified by the
inherent risks and uncertainties surrounding future expectations
generally, and actual results could differ materially from those
currently anticipated due to a number of risks and uncertainties.
Risks and uncertainties that could cause results to differ from
expectations include: uncertainties as to the timing of the
contemplated transactions; uncertainties as to the approval of
Polypore's stockholders required in connection with the
contemplated transactions; the possibility that a competing
proposal will be made; the possibility that the closing conditions
to the contemplated transactions may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant a necessary regulatory approval; the effects of disruption
caused by the announcement of the contemplated transactions making
it more difficult to maintain relationships with employees,
customers, vendors and other business partners; the risk that
stockholder litigation in connection with the contemplated
transactions may affect the timing or occurrence of the
contemplated transactions or result in significant costs of
defense, indemnification and liability; other business effects,
including the effects of industry, economic or political conditions
outside of the control of the parties to the contemplated
transactions; transactions costs; actual or contingent liabilities;
and other risks and uncertainties discussed in Polypore's filings
with the U.S. Securities and Exchange Commission (the "SEC"),
including the "Risk Factors" sections of Polypore's most recent
annual report on Form 10-K. You can obtain copies of Polypore's
filings with the SEC for free at the SEC's website (www.sec.gov).
Neither Asahi Kasei, nor Polypore, nor 3M undertakes any obligation
to update any forward-looking statements as a result of new
information, future developments or otherwise, except as expressly
required by law. All forward-looking statements in this
announcement are qualified in their entirety by this cautionary
statement.
Additional Information and Where to Find it
Polypore
intends to file with the SEC a proxy statement in connection with
the contemplated transactions. The definitive proxy statement will
be sent or given to Polypore stockholders and will contain
important information about the contemplated transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE.
Investors and security holders may obtain a free copy of the proxy
statement (when it is available) and other documents filed with the
SEC at the SEC's website at www.sec.gov.
Certain Information Concerning Participants
Polypore
and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Polypore investors
and security holders in connection with the contemplated
transactions. Information about Polypore's directors and executive
officers is set forth in its proxy statement for its 2014 Annual
Meeting of Stockholders and its most recent annual report on Form
10-K. These documents may be obtained for free at the SEC's website
at www.sec.gov. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
contemplated transactions will be included in the proxy statement
that Polypore intends to file with the SEC.
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SOURCE Asahi Kasei Corporation