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[M. A. HANNA COMPANY LOGO] [GEON LOGO]
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)
N E W S R E L E A S E
GEON AND M.A. HANNA ANNOUNCE EXPIRATION
OF ANTITRUST WAITING PERIOD
For Immediate Release
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CLEVELAND, OHIO - JULY 20, 2000 - The Geon Company (NYSE: GON) and M.A. Hanna
Company (NYSE: MAH: CHICAGO) announced today that the waiting period for
government antitrust review of the proposed combination expired without any
government action or inquiry. Accordingly, the parties will be free to
consummate the transaction upon completion of other regulatory and procedural
matters.
Geon and M.A. Hanna completed a definitive consolidation agreement, which both
companies' boards of directors approved on May 7, 2000, the day before the
proposed combination was announced. Geon and M.A. Hanna shareholders will be
asked to approve the combination, although dates for shareholder meetings have
not yet been announced. The closing of the transaction is anticipated in the
third quarter.
Initially, PolyOne(TM) Corporation, the proposed name of the new company, will
have annual revenues OF approximately $3.5 billion. The company will have more
than 10,000 employees, 80 manufacturing sites, and an extensive distribution
network worldwide. Corporate headquarters will be consolidated at a site in
Greater Cleveland.
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 the United States, England,
Australia, Singapore and Colombia. Information on the Company's
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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.
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
plastic compounding and color and additive systems, rubber compounding 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.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This release contains statements concerning trends and other forward-looking
information affecting or relating to Geon and M.A. Hanna and their respective
industies 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. The following factors, among others, 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 M.A.
Hanna stockholders to approve the proposed transaction; (8) and unanticipated
costs or difficulties in the operation of Oxy Vinyls, LP.
In connection with the business combination transaction, Geon and M.A. Hanna
have filed 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 definitive 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 these 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
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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,
Attention: Corporate Secretary.
M.A. Hanna, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from M.A. Hanna stockholders
in favor of the consolidation. Information concerning the participants in the
solicitation is set forth in the Current Report on Form 8-K filed by M.A. Hanna
with the SEC on May 8, 2000.
Geon, its directors, executive officers and certain other members of management
and employees may be soliciting proxies from Geon stockholders in favor of the
consolidation. Information concerning the participants in the solicitation is
set forth in the Current Report on Form 8-K filed by Geon with the SEC on May 8,
2000.
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
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