Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, has recently announced the signing of a definitive agreement to acquire the Santoprene™ TPV elastomers business of Exxon Mobil Corporation. Celanese will acquire the industry-renowned Santoprene™ brand as part of a comprehensive TPV product portfolio, along with intellectual property, production and commercial assets, and a world-class organization.
“With the acquisition of the Santoprene™ business, we are further expanding the unrivaled portfolio of engineered solutions we bring to our customers,” said Lori Ryerkerk, chairman and chief executive officer. “This transaction represents a high-return opportunity to drive future shareholder value by deploying our excess cash from the monetization of our passive ownership in Polyplastics and continued strong cash generation in our businesses. We are eager to welcome the Santoprene™ team to Celanese and look forward to their contributions to our continued growth in Engineered Materials.”
“This transaction substantially strengthens our existing elastomers portfolio, allowing us to bring a wider range of functionalized solutions into targeted growth areas including future mobility, medical, and sustainability,” said Tom Kelly, senior vice president Engineered Materials. “The reputation of the Santoprene™ brand in TPV is consistent with Engineered Materials’ flagship brands including Hostaform® in POM and GUR® in UHMW-PE. With this product as part of the Engineered Materials portfolio and project pipeline model, we are confident that our joint commercial and technical teams across the globe will generate meaningful shareholder value.”
Transaction Overview
The Santoprene™ business of ExxonMobil is a leading global producer of TPV serving a variety of end-uses including automotive, construction, appliance, medical, and industrial. TPV is a chemically cross-linked, high-performance material which leverages a unique combination of engineering thermoplastic and elastomer properties. The Santoprene™ portfolio is highly functionalized to specific application requirements and is supported by industry-leading intellectual property.
According to the terms of the definitive agreement, Celanese will acquire the Santoprene™ business from ExxonMobil for a total purchase price of $1.15 billion on a cash-free, debt-free basis. As part of the transaction, Celanese will acquire the following:
• Santoprene™, Dytron™, and Geolast™ trademarks and product portfolios
• All customer and supplier contracts and agreements
• Two world-scale production facilities in Pensacola, Florida, U.S. and Newport, Wales, U.K. with over 190 kt of total annual production capacity
• Comprehensive TPV intellectual property portfolio with associated technical and R&D assets
• Approximately 350 highly-skilled employees including world-class manufacturing, technical, and commercial organization
The Company expects the transaction to be immediately accretive to 2022 adjusted earnings per share and free cash flow.
The acquisition is expected to be financed by excess cash and available liquidity on the Celanese balance sheet.
The transaction is subject to regulatory approvals, carve-out preparations, and other customary closing conditions, which will determine the timing of close. The transaction is expected to close in the fourth quarter of 2021.
Celanese is advised by Kirkland & Ellis LLP as principal legal counsel and Goldman Sachs & Co. LLC as financial advisor.
