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FORM 425
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
GEON AND M.A. HANNA ANNOUNCE TOP MANAGEMENT TEAM
TO LEAD COMBINED POLYMER SERVICES COMPANY
CLEVELAND - June 5, 2000 - The Geon Company (NYSE: GON) and M.A. Hanna Company
(NYSE: MAH) today announced a new senior management team to lead the $3.5
billion polymer services company that will be formed by the planned
consolidation of the two organizations.
The appointments will take effect when the transaction closes, which is expected
by August. Pending approval by shareholders of both companies and government
regulators, Geon and Hanna will combine their global operations. The new company
will be the world's largest polymer services company, offering a wide range of
polymer technologies and operating in 22 countries.
As announced earlier, the chairman and chief executive officer of the new
company will be Phillip D. Ashkettle, 54, now chairman, president and CEO of
M.A. Hanna. He will have primary responsibility for corporate direction,
external relations, and mergers and acquisitions. Reporting to Ashkettle will
be:
- Thomas A. Waltermire, president and chief operating officer. Waltermire now
serves as chairman and CEO of Geon.
- Peter B. Eckle and Donald J. Knechtges will share responsibility for the
new company's aggressive growth through acquisitions and new ventures.
Eckle is now senior vice president and chief development officer for M.A.
Hanna. Knechtges is senior vice president of corporate technology and
business development for Geon. In roles reporting to Waltermire, Knechtges
will also have responsibility for the engineered films group, and Eckle
will be charged with creating a material sourcing and logistics function.
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- Dennis A. Cocco will lead communications and public affairs. He is now
Geon's vice president of corporate and investor affairs. Christopher M.
Farage will report to Cocco and will also be in charge of key
communications and public affairs functions for the new company. He serves
as director of investor relations for M.A. Hanna.
- Gregory L. Rutman will serve as corporate secretary and as general counsel.
In the latter capacity, he will report to Waltermire. Rutman is currently
vice president, chief legal officer and secretary for Geon.
- Glenn E. Higby will be responsible for safety, health and environmental
protection. He now serves as Geon's director of quality, environment and
safety.
As president and COO of the combined company, Waltermire, 50, will be
responsible for operations, organic growth, most corporate staff functions and
e-business strategies. Reporting to Waltermire will be:
- David B. Knowles, who will be in charge of resin distribution. He is now
president of resin distribution for M.A. Hanna.
- John E. Quinn will be responsible for rubber compounding and related
businesses. He is currently M.A. Hanna's president of rubber compounding.
- Denis L. Belzile will be in charge of specialty resins and formulators. He
now serves as vice president and general manager of this business group for
Geon.
- Michael L. Rademacher, senior vice president, plastics Americas for M. A.
Hanna; V. Lance Mitchell, vice president and general manager, compounds,
for Geon; and Garth W. Henry, executive vice president, international
operations, for M.A. Hanna, will hold senior positions in the new company's
worldwide plastics compounding and color concentrates businesses. These
executives will put a new organization in place that focuses on customer
markets, operational excellence, and shares market and technical
information globally.
- W. David Wilson will be chief financial officer. He is now vice president
and chief financial officer for Geon.
- Diane J. Davie will be responsible for human resources and organization
growth. She serves as vice president of human resources for Geon.
- Kenneth M. Smith will be in charge of the information technology function.
He is now Geon's vice president of information technology.
In addition, Michael S. Duffey, senior vice president of finance and
administration and chief financial officer for M.A. Hanna, and Knechtges were
named to head the consolidated company's integration programs.
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"These choices were difficult because of the outstanding leadership we had to
choose from in both companies," said Ashkettle. "But we promised that we would
fill these senior management positions promptly, and we have done that. Now we
intend to move briskly to put in place a solid team from both Hanna and Geon."
Said Waltermire: "Phill and I are very pleased with this team, and just as
important, with the overall talent that will exist across the new company. We
are confident that this team will deliver on our commitment to growth and
profitability. The path to this commitment is clear: we will focus on creating
real value for our customers."
Under terms of the consolidation agreement announced May 8, and approved by both
companies' boards of directors:
- Waltermire will succeed Ashkettle as CEO on January 1, 2002, and as
chairman at the annual shareholder meeting in 2004.
- The corporate headquarters will be at a new site in Greater Cleveland, as
yet undetermined. The new company will have more than 10,000 employees, 80
manufacturing sites and an extensive distribution network worldwide.
- The new organization is developing a new name.
In addition:
- Geon and Hanna have aggressive plans to improve their current performance
and both companies believe consolidation will accelerate this potential. In
addition, Geon and Hanna are targeting an initial profit improvement goal
of at least $50 million by 2002.
- The combined company will have operations in plastic compounding, specialty
resins and formulators, engineered films, colorants and additives, rubber
processing, and polymer distribution.
Geon is known for its capabilities in vinyl materials, operations, information
technology and e-commerce, while M.A. Hanna brings strengths in size,
multi-polymer-based products and international presence. The two companies share
business philosophies in key areas such as customer-focused teams, value-added
selling and aggressive growth. Together, they can offer a breadth of
technologies and services that will establish the new company as the leader in
every area in which it operates.
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
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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 the United States, Canada,
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
------------------------------------------------
This release contains statements concerning trends and other forward-looking
information affecting or relating to Geon and M.A. Hanna and their respective
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. 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 consolidation;
(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.
INVESTOR NOTICE
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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. We urge investors and stockholders to read the joint proxy
statement/prospectus carefully. 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 documents, once available, may also
be obtained by Geon stockholders by
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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.
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
M.A. Hanna Company
(216) 589-4085
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