NEOCHIMIKI INDUSTRIAL AND COMMERCIAL S.A.
Announcement.
The company "NEOCHIMIKI S.A." (hereafter the "Company"), announces, according to the provisions of the article 10 par. 1 of the L. 3340/2005 and the article 2 of the resolution of the Board of Directors of the Capital Market Commission 3/347/12.07.2005, that the Board of Directors of the Company, at its session on 09.05.2008, resolved following the proposal by the majority shareholder with a percentage of 73,54% of the total of the shares and voting rights in the Company (i.e. 26,473,642 shares and voting rights) the company "GREEN BIDCO COMMERCIAL AND INDUSTRIAL S.A." (hereafter "GREEN BIDCO S.A.") the commencement of merger procedures between the Company and the societe anonyme GREEN BIDCO S.A. according to the provisions of the article 79 par. 1 and 69-77 of the c.l. 2190/1920 and the provisions of law 2166/1993, with the transfer of the whole of the property of our Company (assets and liabilities) to GREEN BIDCO S.A. (the "Merger") against payment of a proposed consideration to the shareholders of the Company of nineteen (19) Euros per share of the Company (the "Proposed Merger Price") and with transformation balance sheet date the 15th of June 2008.
GREEN BIDCO S.A. is a wholly owned subsidiary of the Carlyle Group. The Carlyle Group ("Carlyle Group" or "Carlyle") is a global private equity firm with $81.1 billion under management committed to 60 funds. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $43.0 billion of equity in 774 transactions for a total purchase price of $229.3 billion. The Carlyle Group employs more than 1,000 people in 21 countries. In the aggregate, Carlyle portfolio companies have more than $87 billion in revenue and employ more than 286,000 people around the world. For more information please see www.carlyle.com. The Carlyle Group has a significant track record of investment in the chemicals sector, including AZ Electronic Materials, a global supplier of electronic materials to the semiconductor and flat panel display industries, acquired in September 2004, and H.C. Starck, a German provider of specialty metals, advanced ceramics and electronic chemicals acquired with Advent International in January 2007.
On 09.05.2008, Deutsche Bank AG, London Branch ("Deutsche Bank"), an international investment bank, provided a written opinion to the Board of Directors of the Company to the effect that, subject to the assumptions, limitations and qualifications set forth therein, that the Proposed Merger Price is fair, from a financial point of view, to the shareholders of the Company.
The Board of Directors appointed the auditing firm BDO PROTYPOS ELLINIKI ELEGKTIKI S.A. and in particular Mr. Tsamakis Andreas son of Dimitrios (Chartered Accountant's registry no. 17001) as Chartered Accountant for the ascertainment of the book value of the assets of the Company, according to the provisions of the articles 2 and 3 of the l. 2166/1993.
The final resolution for the Merger is subject to the relevant decision of the General Meeting of the shareholders of the Company as well as the General Meeting of the shareholders of GREEN BIDCO S.A.
The international banking institutions Deutsche Bank and Dresdner Kleinwort Limited are acting as financial advisors of the Company. Deutsche Bank is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank is acting for the Company and no one else in connection with the Merger and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the Merger. Dresdner Kleinwort Limited, which is authorised and regulated by the Financial Services Authority, is acting for the Company and for no-one else in connection with the contents of this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Dresdner Kleinwort Limited, or for affording advice in relation to the contents of this document or any matters referred to herein.
GREEN BIDCO S.A. is a wholly owned subsidiary of the Carlyle Group. The Carlyle Group ("Carlyle Group" or "Carlyle") is a global private equity firm with $81.1 billion under management committed to 60 funds. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Africa, Asia, Australia, Europe, North America and South America focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, financial services, healthcare, industrial, infrastructure, technology & business services and telecommunications & media. Since 1987, the firm has invested $43.0 billion of equity in 774 transactions for a total purchase price of $229.3 billion. The Carlyle Group employs more than 1,000 people in 21 countries. In the aggregate, Carlyle portfolio companies have more than $87 billion in revenue and employ more than 286,000 people around the world. For more information please see www.carlyle.com. The Carlyle Group has a significant track record of investment in the chemicals sector, including AZ Electronic Materials, a global supplier of electronic materials to the semiconductor and flat panel display industries, acquired in September 2004, and H.C. Starck, a German provider of specialty metals, advanced ceramics and electronic chemicals acquired with Advent International in January 2007.
On 09.05.2008, Deutsche Bank AG, London Branch ("Deutsche Bank"), an international investment bank, provided a written opinion to the Board of Directors of the Company to the effect that, subject to the assumptions, limitations and qualifications set forth therein, that the Proposed Merger Price is fair, from a financial point of view, to the shareholders of the Company.
The Board of Directors appointed the auditing firm BDO PROTYPOS ELLINIKI ELEGKTIKI S.A. and in particular Mr. Tsamakis Andreas son of Dimitrios (Chartered Accountant's registry no. 17001) as Chartered Accountant for the ascertainment of the book value of the assets of the Company, according to the provisions of the articles 2 and 3 of the l. 2166/1993.
The final resolution for the Merger is subject to the relevant decision of the General Meeting of the shareholders of the Company as well as the General Meeting of the shareholders of GREEN BIDCO S.A.
The international banking institutions Deutsche Bank and Dresdner Kleinwort Limited are acting as financial advisors of the Company. Deutsche Bank is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank is acting for the Company and no one else in connection with the Merger and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the Merger. Dresdner Kleinwort Limited, which is authorised and regulated by the Financial Services Authority, is acting for the Company and for no-one else in connection with the contents of this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Dresdner Kleinwort Limited, or for affording advice in relation to the contents of this document or any matters referred to herein.