Synthomer plc entered into a definitive agreement to acquire Adhesive Resins business of Eastman Chemical Company for $1 billion.
Adhesive Resins business reported EBITDA of $97.3 million and revenue $595.7 million for June 2021 LTM. The acquisition will also be conditional on various regulatory approvals, including the consultation of certain employee representatives in the relevant jurisdictions and customary closing conditions. Acquisition is conditional the approval of the Synthomer shareholders at the General meeting. As of December 17, 2021, Synthomer shareholders voted in the favor of the acquisition and approved the amendment to Article 93 of the Articles of Association to raise the borrowing restriction to £2 billion ($2.8 billion). As of November 30, 2021, circular relating to the acquisition has been approved by the Financial Conduct Authority and has been published. Assuming satisfaction or waiver of all conditions to the acquisition, completion expected to occur in the first quarter of 2022. As of March 3, 2022, the transaction is expected to complete in March 2022. The transaction is expected to deliver double digit EPS accretion from the first year.
J.P. Morgan Securities LLC acted as the exclusive financial advisor, and William B. Rowland and Dotun O. Obadina of Jones Day acted as the legal advisor to Eastman Chemical Company. Barclays Bank PLC acted as the financial advisor for Synthomer. LegalTree and BEN WARD of Herbert Smith Freehills LLP acted as the legal advisors to Synthomer plc. Jonathon Whittlesey of Squire Patton Boggs (UK) LLP acted as the legal advisor to Synthomer plc.