Beachwood-Based OMNOVA Solutions Inc. is being acquired by Synthomer plc, a UK-based specialty chemical company, for about $455 million.

Synthomer has agreed to pay $10.15 a share in cash, a premium of 52% over OMNOVA's three-month weighted average share price of $6.67. The deal, which has been approved unanimously by the boards of OMNOVA and Synthomer, will be paid for with a rights issue of up to $257 million. It is expected to close late this year or early in 2020.

"This transaction presents increased opportunities for the business and its employees to leverage the combined scale, grow more quickly and profitably, and enhance product innovation in ways that will benefit customers and employees," OMNOVA CEO Anne Noonan said in a statement.

Omnova, which reported sales of $760 million for the 12 months ended May 31, has 1,900 employees. The company has struggled financially in recent years. In its latest earnings report, announced along with news of its sale, OMNOVA said profit fell more than 33% to $5.6 million due to "challenging economic conditions and volatile markets."

Synthomer, which reported sales of $2.1 billion in fiscal 2018 and has about 2,900 employees, said it expects the deal to immediately add to earnings and to result in annual pretax cost savings of $29.6 million by the end of the third year. 

Morgan Stanley & Co. LLC is acting as exclusive financial advisor to OMNOVA. Jones Day is acting as its legal counsel.

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