EX-99
Rhodia ChiRex
(Embargo Monday, July, 24 - 7:30 AM Paris Time)
JOINT PRESS RELEASE
RHODIA TO ACQUIRE CHIREX (USA)
Paris, France and Stamford, Connecticut, July 24, 2000 - Rhodia, one of the
world's leading specialty chemicals companies, and ChiRex Inc., a provider of
advanced product development services and manufacturing to the pharmaceutical
industry, today announced that they have entered into a definitive agreement
under which Rhodia will acquire ChiRex.
The ChiRex Board has unanimously recommended acceptance of the Rhodia offer.
ChiRex shareholders will receive $31.25 per share in cash. The transaction is
valued at approximately $510 million plus assumption of debt, and will be
accomplished through a cash tender offer in the United States, followed by a
cash merger at the same price. Rapid completion of the transaction is planned,
in order to accelerate the benefits expected to be derived from the combined
entity.
Rhodia expects to commence the offer by August 4, 2000. The offer and the
merger are conditioned, among other things, on a majority of ChiRex
outstanding shares being tendered into the offer and clearance under the
Hart-Scott Rodino Antitrust Improvement Act.
Jean-Pierre Tirouflet, Chairman & Chief Executive Officer of Rhodia, stated
:"This acquisition reflects our corporate strategy of building leadership
positions in specialty businesses with high-value-added activities and strong
growth potential. One major area of focus, where we have been gaining
expertise and amassing industrial assets since 1998, has been the
rapidly-growing market of high technology development services to the
pharmaceutical industry. After acquiring ChiRex, our intent is to create a new
entity, Rhodia-ChiRex, in the field of high tech services to the
pharmaceutical industry to which we will contribute our own business in this
area".
Jean-Pierre Tirouflet added : "With ChiRex, we gain an immediate leadership
role in the pharmaceutical contract research and contract manufacturing
services arenas."
"The contemplated transaction is beneficial for our customers and employees,"
said Michael A. Griffith, Chairman and Chief Executive Officer of ChiRex. "The
ChiRex operating management team will form the core of the new enterprise,
which will include four additional cGMP manufacturing facilities, access to
the Rhodia R&D organization including dedicated pharmaceutical process
chemists in France and the UK, and the lower cost of capital afforded by
Rhodia's large global capital base."
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Mr. Griffith added: "Customers will also benefit as the ChiRex proprietary
process chemistry portfolio is enhanced by the addition of Rhodia's
complementary technologies and by a substantial increase in resources and
investment. For example, the chiral building block program can be
commercialized more rapidly and on a significantly larger scale, due to
Rhodia's significant distribution channels."
"ChiRex is now enjoying strong customer momentum with over 25 new customers in
the first half of 2000, over 300 inquiries to buy our chiral building blocks,
and 12 new product introductions to our manufacturing facilities this year. As
part of a larger global organization, we can now leverage this rapid growth to
reach a broader range of customers with a more extensive range of technologies
and services," Mr. Griffith stated.
Jean-Pierre Tirouflet added: "By this strategic acquisition, Rhodia will offer
the most innovative and advanced platform of technology services to the
pharmaceutical industry on a global basis. Rhodia's high-value-added services
will now encompass the entire continuum of pharmaceutical needs from chemical
discovery and process R&D to commercial-scale manufacturing. By focusing
intensely on the increasing needs of this market, the combined and expanded
Rhodia operations will deliver faster and more efficient product development
to its pharmaceutical customers".
"This strategic initiative will accelerate Rhodia's growth resulting in
creation of value for our customers and our shareholders " he concluded.
ChiRex was advised by Chase Securities Inc. in this transaction. Rhodia was
advised by Bear, Stearns & Co. Inc.
* * *
Rhodia (NYSE : RHA), one of the world leaders in specialty chemicals,
contributes to improving the quality of life by developing value-added
products, services and solutions for the beauty, clothing, foodstuffs and
healthcare markets as well as for the environment, transport and manufacturing
industries. Including Albright & Wilson, Rhodia employs 30,000 people
worldwide and recorded pro-forma sales of 6.7 billion euros in 1999. Rhodia is
listed on the Paris and New York stock exchanges.
ChiRex Inc., The Drug Substance Company, (www.ChiRex.com) is an integrated
pharmaceutical outsourcing company that provides a comprehensive range of
services to pharmaceutical and biopharmaceutical companies, primarily contract
process research and development and contract manufacturing of active
pharmaceutical ingredients. The Company operates through two operating
divisions, the development division and the manufacturing division. The
development division is engaged in every aspect of drug substance development
including discovery, development and manufacture of material for clinical
trials. The manufacturing division produces bulk active pharmaceutical
ingredients. Together, the two divisions span all of the steps needed to
prepare the Drug Substance subsection of a New Drug Application. The Company's
common stock is publicly traded in the United States on the Nasdaq Stock
Market's National Market ("NASDAQ") under the symbol "CHRX".
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CHIREX INC. ("CHIREX") STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER
STATEMENT REGARDING THE ACQUISITION OF CHIREX, REFERENCED IN THIS PRESS
RELEASE, WHICH WILL BE FILED BY RHODIA AND COUSIN ACQUISITION, INC. WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND THE RELATED
SOLICITATION/RECOMMENDATION STATEMENT WHICH WILL BE FILED BY CHIREX WITH THE
SEC. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SOLICITATION /
RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE
READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THESE
DOCUMENTS WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF CHIREX, AT NO EXPENSE
TO THEM.
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THESE DOCUMENTS ALSO WILL BE AVAILABLE AT NO CHARGE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV.
This press release includes certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current views and assumptions and involve
known and unknown risks and uncertainties that could cause actual results,
performance or events to differ materially from those anticipated by such
statements. Factors which could cause such differences in actual results
include, among others (i) the risk that the Rhodia and ChiRex businesses will
not be integrated successfully, (ii) changes in the competitive and regulatory
framework in which Rhodia and ChiRex operate, and (iii) general competitive
and market factors on a global, regional and/or national basis.
Rhodia Contacts
Press Relations
Jean-Christophe Huertas Tel : 33 (0)1 55 38 42 51
Beverley Miles Tel : 44 1923 485 757
Investor Relations
Angelina Palus Tel : 33 (0)1 55 38 42 99
Sylvie Marchal Tel : 33 (0)1 55 38 41 79
ChiRex Press Contacts
Michael A. Griffith
Chairman and Chief Executive Officer, ChiRex Inc. Tel (203) 351-2300
Note for the international press
Jean-Pierre Tirouflet, Chairman and CEO of Rhodia, will hold a video
conference today and a conference call on-line on the Rhodia web site
(www.rhodia.com) at 3 :00 PM Paris Time. You are invited to ask your questions
during this conference call with answers provided on-line.
If you are not able to connect to the Rhodia web site, you can follow the
conference call by telephone on the following numbers :
From Europe :
Dial in number : 44 (0) 20 8240 8244 - Password : Rhodia/Mr. Tirouflet
24 hour Replay : 44 (0) 20 8288 4459 - Access Code : 632512
From the US :
Dial in number : 1 303 224 6998 - Password : Rhodia/Mr. Tirouflet
24 hour Replay : 1 303 804 1855 Access Code : 772 253
