Exhibit 99.1
NEWS RELEASE
HEXCEL CORPORATION, 281 TRESSER BOULEVARD, STAMFORD, CT 06901 (203) 969-0666
CONTACTS FINANCIAL:
STEPHEN C. FORSYTH
203-969-0666 EXT. 425
[email protected]
MEDIA:
MICHAEL W. BACAL
203-969-0666 EXT. 426
[email protected]
INVESTOR GROUP LED BY GOLDMAN SACHS TO PURCHASE APPROXIMATELY
14.5 MILLION SHARES OF HEXCEL COMMON STOCK OWNED BY
CIBA SPECIALTY CHEMICALS
STAMFORD, CT, October 11, 2000 - Hexcel Corporation (NYSE/PCX: HXL) today
announced that Ciba Specialty Chemicals has entered into an agreement to
sell approximately 14.5 million of the approximately 18 million shares of
Hexcel common stock it owns to an investor group affiliated with Goldman
Sachs ("Investor Group"). The acquired shares represent approximately 39%
of Hexcel's outstanding common stock. In addition, Hexcel and the Investor
Group have agreed to a governance agreement which will become effective on
the closing of the transaction. The transaction required and received the
consent of Hexcel's independent directors. Under the governance agreement,
the Investor Group will have the right to designate three directors to sit
on Hexcel's ten member board of directors. The transaction is subject to
customary closing conditions including receiving consent from Hexcel's
senior credit facility lenders and regulatory approvals. The transaction is
anticipated to be completed well before year-end.
Mr. John J. Lee, Chairman and CEO commented: "We are grateful for the
support Ciba has provided to the company since we formed the world's
largest producer of advanced structural materials through the merger of our
composite businesses in 1996. Now as Ciba focuses on its own strategic
direction, we are delighted to have a highly regarded financial investor
such as Goldman Sachs become a major shareholder in our company at a time
when the Company feels it is well positioned to take advantage of growth
opportunities in the major markets it serves."
The Ciba shares are being purchased by Goldman Sachs at a price of $11.00
per share for a total investment of approximately $160 million. Mr. Sanjeev
Mehra, a managing director of Goldman Sachs, speaking on behalf of the
Investor Group commented: "We are excited about the opportunity to partner
with Hexcel and its strong management team to support the company in the
execution of its strategy and to further build on its leading worldwide
market positions."
Mr. Lee concluded: "The price being paid by the Investor Group reflects the
relative illiquidity of Ciba's shareholding as well as the significant
restrictions imposed upon Ciba and the Investor Group under their
governance agreements with the company."
Once the transaction closes, Ciba will own approximately 3.5 million shares
of Hexcel common stock and its governance agreement with Hexcel, including
its right to designate directors, will terminate. Ciba has stated that its
investment in Hexcel is non-strategic and it is anticipated that Ciba will
explore options for the future disposition of its remaining interest in the
company.
Hexcel will host a conference call at 11am EDT, tomorrow, Thursday,
October 12 to discuss this transaction and respond to questions. The
call will be simultaneously hosted on Hexcel's web site at
www.hexcel.com/investors/index.html Replays of the call will be available
on the web site for approximately seven days.
* * *
Hexcel Corporation is the world's leading advanced structural materials
company. It designs, manufactures and markets lightweight, high
reinforcement products, composite materials and engineered products for use
in commercial aerospace, space and defense, electronics, general
industrial, and recreation applications.
DISCLAIMER ON FORWARD LOOKING STATEMENTS
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This press release contains statements that are forward looking, including
statements relating to the anticipated growth of most of the markets the
company serves. These statements are not projections or assured results.
Actual results may differ materially from the results anticipated in the
forward looking statements due to a variety of factors, including but not
limited to, changing market conditions, increased competition, product mix,
and currency exchange rate changes. Additional risk factors are described
in the company's filings with the SEC. The company does not undertake an
obligation to update its forward-looking statements to reflect future
events or circumstances.
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