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[M.A. HANNA COMPANY - LOGO] [GEON - LOGO]
EXHIBIT 99.1
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NEWS RELEASE
FOR IMMEDIATE RELEASE
GEON AND M.A. HANNA STOCKHOLDERS APPROVE
CONSOLIDATION AS POLYONE CORPORATION
NEW COMPANY SET TO BEGIN OPERATIONS SEPTEMBER 1
Cleveland, Ohio - August 29, 2000 - The Geon Company (NYSE: GON) and M.A. Hanna
Company (NYSE: MAH; CHICAGO) announced that at special meetings today,
stockholders of each company authorized their consolidation into a new
organization known as PolyOne Corporation.
Stockholder approval was the final step prior to the formation of PolyOne, which
will begin operating on Friday, September 1, 2000. Previously, the consolidation
underwent regulatory reviews and approval by the boards of directors of both
Geon and M.A. Hanna.
Stockholders of both companies also approved the PolyOne 2000 Stock Incentive
Plan for performance-based incentives and rewards for officers, directors and
employees.
"We are building on the strong foundation of two great companies with proud
histories," said Geon Chairman and Chief Executive Officer Thomas A. Waltermire,
who will serve as chairman and CEO of PolyOne. "Decades of commitment and hard
work brought each of us to this point, and now we move forward together, with
exceptional people who will seize new opportunities to create value for our
stockholders and our customers."
Waltermire and five external members of Geon's board will join six external
members of M.A. Hanna's board to form the PolyOne Board of Directors.
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"In the last three months, we've made great progress toward integrating the two
organizations," said Garth W. Henry, interim president and CEO of M.A. Hanna.
"We are pleased that both groups of stockholders clearly recognize the
opportunity this combination creates, with two complementary partners focused on
growth."
Public trading of Geon and M.A. Hanna shares will cease as of the close of
business on Thursday, August 31. The two companies will consolidate into a new
Ohio corporation, with shares listed on the New York Stock Exchange under the
ticker symbol POL. Trading of PolyOne shares will commence on Friday, September
1 when the market opens.
The transaction will take place in the form of a cashless stock swap.
Stockholders of M.A. Hanna will receive one share of PolyOne for each share they
own, and Geon stockholders will receive two shares of PolyOne for each share
they own, at the time of closing. After the consolidation, each group of
stockholders will hold approximately 50 percent of the new company. On or before
September 15, detailed instructions will be mailed to stockholders on how to
convert their stock to PolyOne shares.
Geon and M.A. Hanna announced earlier this month that PolyOne would pay a
forthcoming quarterly dividend if the consolidation closed before the dividend
payment date of September 15. Accordingly, Geon stockholders of record at the
close of business on August 28, and M.A. Hanna stockholders of record at the
close of business on August 21, will receive from PolyOne a dividend of 12.5
cents for each share of Geon and M.A. Hanna common stock held on these
respective record dates. This dividend will be payable on September 15.
PolyOne will rank as the world's largest polymer services company, with annual
revenues of $3.5 billion, and more than 10,000 employees and 80 manufacturing
sites worldwide. Its customer-focused operations will be comprised of
thermoplastic compounding, specialty resins, specialty polymer formulations,
engineered films, color and additive systems, rubber compounding and
thermoplastic resin distribution. Initially, the headquarters office address
will be Suite 36-5000, 200 Public Square, Cleveland, Ohio 44114, pending a final
decision on facilities. The headquarters office general telephone number will be
216-589-4000.
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More information on PolyOne is available on the Internet at www.polyone.com.
Information on Geon and M.A. Hanna can be accessed at www.geon.com and
www.mahanna.com, respectively.
* * *
This release contains statements concerning trends and other forward-looking
information affecting or relating to Geon and M.A. Hanna and their industry that
are intended to qualify for the protections afforded "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995. In
particular, statements regarding the proposed transaction described in this
release are based on management's current expectations or beliefs and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements: (1)
the risk that the M.A. Hanna and Geon businesses will not be integrated
successfully; (2) inability to achieve or delays in achieving savings related to
business consolidation and restructuring programs; (3) unanticipated delays in
achieving or inability to achieve cost reduction and employee productivity
goals; (4) costs related to the proposed transaction; (5) inability to obtain,
or meet conditions imposed for, governmental approvals for the merger; (6)
fluctuations in raw material prices and supply, in particular fluctuations
outside the normal range of industry cycles; (7) failure of the Geon or Hanna
stockholders to approve the proposed transaction; (8) unanticipated costs or
difficulties in the operation of Oxy Vinyls, LP.
Geon Media & Investor Contact: Dennis Cocco
Vice President, Corporate & Investor
Affairs
The Geon Company
(440) 930-1538
M.A. Hanna Media & Investor Contact: Christopher Farage
Director, Investor Relations
M.A. Hanna Company
(216) 589-4085
