<PAGE> 1
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)
SLIDES USED IN CONNECTION WITH
INVESTOR AND SHAREHOLDER PRESENTATIONS MADE BY
M.A. HANNA AND GEON
IN CONNECTION WITH THEIR PROPOSED CONSOLIDATION:
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M.A. Hanna Company Geon
"A Powerful Combination:
Creating the World Leader in
Polymer Services"
Phill Ashkettle Tom Waltermire
Chairman and CEO Chairman and CEO
M.A. Hanna The Geon Co.
Goldman, Sachs Chemical Investor Forum
Palm Beach, FL, May 25, 2000
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M.A. Hanna Company Geon
Why Create NEWCO?
- Creates powerful market combination
- Strong complementary business fit
- Creates platform for acquisitions and growth
- Initial profit improvement of at least $50 million
- Size matters to stakeholders
- Fulfills strategic objectives of both companies
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M.A. Hanna Company Geon
Transaction Highlights
- Cashless, tax free transaction
- One share of NEWCO for one share of Hanna
- Two shares of NEWCO for one share of Geon
- Expected closing: August 2000
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M.A. Hanna Company Geon
1999 Financials*
Hanna Geon
Revenues $2.3B $1.2B**
Earnings $38M $52M
EPS $0.84 $2.16
Shares outstanding 45M 24M
*Excluding special items
**Excludes Geon's share of equivalent revenues of approximately $700M from joint
ventures (Oxy Vinyls LP, Australian Vinyls and Sunbelt)
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M.A. Hanna Company Geon
M.A. Hanna: Company Profile
- Leading $2.3 billion international polymer services company
- Focused on plastics and rubber processors
- Rationalized product lines to focus on core business
- Operations in North America, Europe & Asia
- 7,200 associates in more than 25 countries
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M.A. Hanna Company Geon
What M.A. Hanna Brings to NEWCO
- Broad suite of polymer services and technologies that complement
Geon's offering
- A growth leader in thermoplastic resin distribution
- Leading market and technical strengths to complement Geon's
operational strengths
- Expanded international customer and supplier base
- Successful acquisition history
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M.A. Hanna Company Geon
Geon: Company Profile
- 1993 spin off from BF Goodrich
- Leading $1.2 billion North American-based polymer services and
technology company
- Recently reduced commodity exposure through Oxy Vinyl joint venture
formation
- Built on value-added businesses through aggressive acquisition
strategy
- 36 manufacturing sites; 3,100 employees
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M.A. Hanna Company Geon
What Geon Brings to NEWCO
- Leader in vinyl technology; over 50 years experience
- Strength in specialty resins, vinyl compounding, engineered films,
and vinyl/urethane formulation
- Sound business processes and operating record
- State-of-the-art information systems
- Solid and innovative E-Commerce platform
- Successful acquisition history
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M.A. Hanna Company Geon
Strategic Environment
[Graphic with boxes and left-to-right horizontal arrow behind boxes.]
[LEFT BOXES] Polymers Producers
Additives Producers
[MIDDLE LEFT BOXES] Service
Compounding
Processing
Distribution
[MIDDLE RIGHT BOXES] Designer/Assembler
Construction
Automotive
Appliances & Business Equipment
Packaging
Consumer Products
Communications/Electronics
[RIGHT BOX] Consumers
[BOTTOM BOX] Global
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M.A. Hanna Company Geon
The World's Largest
International Polymer Services Co.
[Graphic with boxes and left-to-right horizontal arrow behind boxes.]
[LEFT BOXES] Polymers Producers
Additives Producers
[MIDDLE LEFT BOXES] Service
Compounding
Processing
Distribution
[SUNBURST GRAPHIC NEWCO
OVERLAPPING SERVICE,
COMPOUNDING AND
PROCESSING BOXES]
[MIDDLE RIGHT BOXES] Designer/Assembler
Construction
Automotive
Appliances & Business Equipment
Packaging
Consumer Products
Communications/Electronics
[BOTTOM BOX] Global
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M.A. Hanna Company Geon
What We Will Be Together: Strengths
- Industry leader with full suite of polymer services/products
- Six leading global customer-focused platforms
- Thermoplastics compounds - Elastomer compounds
- Specialty resin/formulators - Polymer distribution
- Color and additive systems - Engineered films
- Solid cash flow and debt capacity
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M.A. Hanna Company Geon
What We Will Be Together: Strengths
- Substantially increased market capitalization and liquidity
- Strong operational systems and processes
- Capacity to grow compound business 1.5x to 2.0x GDP
- Driven by strong leaders in both organizations
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M.A. Hanna Company Geon
What We Will Be Together: Market Position
- Diversified market strength
- All markets <20% of total sales
<TABLE>
<CAPTION>
[BAR GRAPH SHOWING PERCENTAGE OF TOTAL SALES BY MARKET]
<S> <C> <C> <C>
Industrial MAH: approx. 16% GEON: approx. 3% Combined MAH & GEON: approx. 19%
Building Materials MAH: approx. 6% GEON: approx. 13% Combined MAH & GEON: approx. 19%
Automotive MAH: approx. 13.5% GEON: approx. 4.5% Combined MAH & GEON: approx. 18%
Consumer MAH: approx. 11% GEON: approx. 5% Combined MAH & GEON: approx. 16%
Electrical MAH: approx. 8% GEON: approx. 5.5% Combined MAH & GEON: approx. 13.5%
Pkg/Film MAH: approx. 7% GEON: approx. 3% Combined MAH & GEON: approx. 10%
Other MAH: approx. 2% GEON: approx. 1% Combined MAH & GEON: approx. 3%
</TABLE>
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M.A. Hanna Company Geon
What We Will Be Together: Geographies
North American focused company with
global presence
[PIE GRAPH]
North America: 85%
Europe: 9%
S.E. Asia: 6%
Bottom of Graph: Sales = approximately $3.5 Billion
(does not include estimated equity JV revenues
= approximately $700 million)
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M.A. Hanna Company Geon
What We Will Be Together:
Competitive Position
<TABLE>
<CAPTION>
NEWCO A. Schulman Ferro Georgia-Gulf Clariant Ampacet Gen'l Polymers Teknor Apex RTP LNP CIBA BASF
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Plastic Compounds X X X X X X X X
Specialty Resin &
Formulators X
Color Concentrates X X X X X X X X
Rubber Compounds X X
Distribution X X X
Engineered Films X
</TABLE>
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M.A. Hanna Company Geon
What We Will Be Together:
E-Business Solutions
- --------------------------------------------------------------------------------
GetGeon.com Low cost, interactive systems; product catalogs;
HannaResinDirect.com full ERP and inventory integration; pricing
- --------------------------------------------------------------------------------
ChemConnect.com Geon equity investment
- --------------------------------------------------------------------------------
ElastomerSolutions.com Hanna equity investment
- --------------------------------------------------------------------------------
B2B Geon B2B active with suppliers
- --------------------------------------------------------------------------------
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M.A. Hanna Company Geon
We Will Provide More Value to Customers
Wire and Cable Example:
-----------------------
- Hanna and Geon sell to wire & cable market
- No overlap in product offering
- Geon sells vinyl compounds
- Hanna sells rubber and plastic compounds, colors and additives
- Intimate understanding of customers' needs
Together we can provide a broader offering of
services to an expanded customer base
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M.A. Hanna Company Geon
Role of Distribution
<TABLE>
<CAPTION>
Polymer Producer Distributor (Newco) Processor
---------------- ------------------- ---------
Focus Capabilities Needs
<S> <C> <C>
OEM concentration Application focused Application Support
Limited polymer breadth Value-driven
Polymer production
Technology-driven
Dedicated to strategic customers Local, ready response Processing Support
Process competency
1-6 Week lead times (for Same/Next day delivery Delivery (Next Day)
standard products) High level fulfillment Mixed truckloads/Multiple
Variable fulfillment Local warehousing/Multiple brands
Full truckloads/single brand brands
</TABLE>
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M.A. Hanna Company Geon
Integration Process
- Leadership clearly defined; transition plan in place
- Chairman & CEO
- President & COO
- Teams created to focus on integration and growth
- Identifying additional savings and growth potential
- Define financial targets for NEWCO by year-end
- Companies share similar values, style and culture, allowing for
smooth transition
- Close proximity to facilitate rapid integration
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M.A. Hanna Company Geon
Key Strategic Elements of NEWCO
- Goal is TOTAL PROFIT IMPROVEMENT
- Operating efficiency and earnings improvement will be a key focus
- Seek aggressive growth through acquisitions
- Expand international presence
- Leverage full-suite of polymer solutions
- Outperform the industry
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M.A. Hanna Company Geon
Investment Highlights for NEWCO
- World leader in polymer services
- Complementary business platforms with strong organic growth potential
- Operating goal in processing businesses to reach and consistently
exceed 10% return on sales
- Strong balance sheet provides financial flexibility
- Low capital investment requirements
- Aggressive acquirer in consolidating industry
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M.A. Hanna Company Geon
Investor Notice
In connection with the business combination transaction, Geon and M.A. Hanna
filed a joint proxy statement/prospectus with the Securities and Exchange
Commission and expect to file other documents with the 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 after the Commission's review. We urge investors and stockholders to
read the joint proxy statement/prospectus carefully. The joint proxy
statement/prospectus contains important information about the resulting company,
Geon, M.A. Hanna, the proposed business combination transaction, and related
matters. Investors and stockholders are able to obtain free copies of the joint
proxy statement/prospectus and those other documents relating to the proposed
business combination, 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 the
other documents relating to the proposed business combination, 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 for M.A. Hanna at Suite 36-5000, 3200
Public Square, Cleveland, Ohio 44114-2304, Attention: Corporate Secretary.
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
industries 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 consolidating 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 consolidation;
(y) 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.
