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Filed by M.A. Hanna Company and
The Geon Company
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to
Rule 14a-12 of the Securities Exchange Act of 1934
Subject Companies: M.A. Hanna Company (Commission File No. 1-5222)
and The Geon Company (Commission File No. 1-11804)
FOR IMMEDIATE RELEASE
M.A. HANNA, GEON TO UNITE AS POLYONE CORPORATION
CLEVELAND - June 20, 2000 - The Geon Company (NYSE: GON) and M.A. Hanna Company
(NYSE: MAH) jointly announced today that the new company they plan to form as a
result of their previously announced consolidation will be named PolyOne
Corporation.
M.A. Hanna and Geon announced on May 8 that both boards of directors had
approved a consolidation of the two companies to create a $3.5 billion company
that will be the world leader in polymer services. The combination should be
completed in the third quarter, pending regulatory review and shareholder
approval.
The new name was developed to describe these important characteristics of the
new company:
- Leadership in markets, technology and value to shareholders
- A single source for customers to look to for solutions and growing
needs
- A combination of businesses and experiences from both companies that
creates an important leader in polymer services
"We wanted our new name to reflect our commitment to customers as well as our
growing industry leadership," said Phillip D. Ashkettle, chairman, and chief
executive officer of M.A. Hanna. "Our job now is to demonstrate to every one of
our customers that PolyOne is the kind of company that creates value for them."
Said Thomas A. Waltermire, Geon chairman and chief executive officer, "PolyOne
expresses our organizational unity as we create a singularly stronger new
company from Geon and M.A. Hanna. In the next few months, we intend to bring all
facets together, both operationally and culturally."
M.A. Hanna Company, headquartered in Cleveland, is a $2.3 billion international
specialty polymers company focused on the plastics and rubber industries through
its operations in North America, Europe and Asia. Its primary businesses are
plastics compounding and color and additive systems, rubber compounding and
color and additives, and distribution of plastic resins and engineered plastic
shapes. Information on the company's products and services, as well as investor
presentations and details of its financial performance, is available at
http://www.mahanna.com.
The Geon Company is a leading North American-based polymer services and
technology company with operations in vinyl compounds, specialty vinyl resins
and formulations, engineered films, and other value-added products and services.
Headquartered in Avon Lake, Ohio, The Geon Company and its subsidiaries employ
more than 3,200 people and have 30 manufacturing plants in the United States,
Canada, England and Australia, and joint ventures in
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the United States, England, Australia, Singapore and Colombia. Information on
the Company's products and services, as well as news releases, EDGAR filings,
Form 10-K, 10-Q, etc. is available on the Internet at http://www.geon.com.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
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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.
In connection with the business combination transaction, Geon and M.A. Hanna
expect to file a joint proxy statement/prospectus and other documents with the
Securities and Exchange Commission. Geon and M.A. Hanna expect to send the joint
proxy statement/prospectus to their respective stockholders, seeking their
approval of the proposed business combination transaction. We urge investors and
stockholders to read the joint proxy statement/prospectus carefully when it is
available. The joint proxy statement/prospectus will contain important
information about the resulting company, Geon, M.A. Hanna, the proposed business
combination transaction and related matters. Investors and stockholders will be
able to obtain free copies of the joint proxy statement/prospectus and other
documents, once available, as well as other filings made by Geon and M.A. Hanna
with the Commission, through the website maintained by the Commission at
http://www.sec.gov. Free copies of the joint proxy statement/prospectus and
these other documents, once available, may also be obtained by Geon stockholders
by directing a request to Geon at One Geon Center, Avon Lake, Ohio 44012
Attention: Corporate Secretary, and by M.A. Hanna stockholders by directing a
request to M.A. Hanna at Suite 36-5000, 200 Public Square, Cleveland, Ohio
44114-2304.
Geon Media & Investor Contact: Dennis Cocco
Vice President, Corporate & Investor Affairs
The Geon Company
(440) 930-1538
M.A. Hanna Media & Investor Contact: Chris Farage
Director, Investor Relations
The M.A. Hanna Company
(216) 589-4085
