Hexion Holdings Corporation has entered into a definitive agreement to be acquired by affiliates of American Securities LLC for $30 per share in cash. The transaction is expected to close in the first half of 2022, following and conditioned upon the closing of the Company’s previously announced sale of its Epoxy business to Westlake Chemical Corporation (NYSE: WLK) (“Westlake”), shareholder and regulatory approvals and satisfaction of other customary closing conditions. Holders of a majority of the outstanding Hexion Holdings shares have agreed to support the transaction pursuant to voting agreements entered into in connection with the transaction.
Hexion Holdings net sales for the year-ended December 31, 2020 were $2.5 billion. Pro forma net sales for the same period, reflecting the sale of the Company’s Epoxy Business, would have been approximately $1.4 billion. Post-sale of the Epoxy business, the remaining Hexion business will be a leading global producer of adhesives and performance materials that enable the production of engineered wood products and other growing specialty materials. The Company has 27 manufacturing facilities globally and approximately 1,300 employees.
The transaction delivers substantial value to Hexion Holdings’ shareholders as the purchase price per share represents a 15 percent premium to the closing price as of December 17, 2021 and a 53 percent premium to the Company’s closing share price on July 30, 2021, the day prior to its announcement of its ongoing strategic review.