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Momentive to be Acquired by Investor Group (SJL, KCC & Wonik) for USD 3.1 Bn

Published on 2018-09-17. Author : SpecialChem

TAGS:  Automotive     3D Printing     Electrical & Electronics     High Heat Materials    Metal Replacement     Thermoplastic Composites     New Energy Solutions    

Investor Group to Acquire Momentive for USD 3.1 Bn
MPM Holdings Inc. (“Momentive”) and SJL Partners LLC (“SJL”), KCC Corporation (“KCC”) and Wonik QnC Corporation (“Wonik”) (collectively, the “Investor Group”), have recently announced that they have entered into a definitive merger agreement whereby the Investor Group will acquire Momentive in a transaction valued at approximately $3.1 billion, including the assumption of net debt, pension and OPEB liabilities.

Definitive Merger Agreement


  • 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. 


Jack Boss, Momentive


Steve Lim, SJL

Terms of Agreement


Under the terms of the agreement 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 $250 million. 
  • Momentive stockholders will receive $32.50 for each share of common stock they own subject to minimum closing cash requirements. 

Transaction


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


Source: Momentive
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