3
NEWS ROUND-UP sight for the Dow Advanced Materials, serv- ing as General Manager for the division in India. " Harish's proven experience in businesses as well as in the region makes him well quali- fied to continue to accelerate the company's growth in India. With proficiency that spans across various areas of strategic responsibil- ity throughout the years, Harish's appoint- ment will further strengthen the relationship Dow India shares with its customers and other stakeholders alike," said Mr. Vipui Shah, President, Dow Southeast Asia and India. ^ Indian firm designs WPC toilet INDIAN plastics executive Hasmukh Shukla believes wood-plastic composites can help bring better sanitation to more than 2 billion people in the world who lack access to hygienic toilets. Demand for such toilets totals more - than 100 million, estimated Shukla, managing di- rector of Indian PVC win- dow and door maker Accura Polytech Pvt. Ltd. And, using wood-plastic composites to fabricate the portable facilities could cut manufacturing costs sig- nificantly, he said. "There are 2.6 billion people in the world with- out proper sanitation facili- ties," he said, citmg figures from the Worlet Toilet Organization in Singapore. " Out ofthat, 900 million are chil- dren. " Two-thirds of people lacking proper sani- tation live in southern and eastern Asia, Shukla said in a speech at tlie China Third International Forum of Wood Plastic com- posites in Shenzhen. He estimates that prefabricated sanitation facilities could be 50 percent less expensive if -they are made from composites that use recycled plastic and wood raw materials. His small company in Ahmedabad, In- dia, now makes a line of portable PVC toi- lets. Accura employs about 50 and has an- nual production capacity for around 3.3 mil- lion pounds of PVC doors, windows, desks and simple prefabricated houses and build- ings. The firm has developed designs for wood- plastic portable toilets. But it does not do composites manufacturing and is looking for manufacturing panners or investors, Shukla said. Shukla "I don't want to venture into WPC un- less I can associate with someone who has big capacity, I'm looking for venture capital partners. India is a big market." Shukla came to China to pitch his idea and look for partners, in part because the Chinese plastic-wood composites industry is "sitting idle" with excess capacity. Accura has experience working in some challenging environments: Shukla said the company developed a PVC house that was used for a nine-day religious retreat in the Himalayan mountains, at an elevation of 18,000 feet. The components were flown in over a 11/2-day period by helicopter and as- sembled on-site. He also has developed designs for prefab or temporary wood-plastic composite hous- ing that can be built usmg common carpen- try tools. That's also a challenge with prefab toilets, he said. "You can't transport it in as- sembled conditions every time. This is eas- ily fabricated," he said. The urgent need is also a solid business opportunity, he said. "Primarily, I see huge potential as a busi- ness. Humanitarianism is a main primary objective, but definitely it is quite a viable business option." It India to establish ^ petrochemicals in Gujarat state THE Indian Covernment has signed an agreement with the government of Gujarat state to establish a Petroleum Chemicals and Petrochemicals Investment Region (PCPIR) at Dahej, India. The agreement is a result of India's PCPIR policy and the Cabinet Committee on Eco- nomic Affairs (CCEA) approval ¡n Febru- ary 2009. The project, which costs nearly INR500bn {$10.91bn), will cover a 453km2 area in South Gujarat's Bharuch district and will have a I86km^ processing area in Une with PCPIR policy. The PCPIR policy helps ensure that glo- bal-scale industrial clusters in the chemical, petrochemical and petroleum sectors are cre- ated in an integrated and eco-friendly man- Maharashtra Gets Tough with chemical companies THE Indian state Maharashtra has issued notices to 25 chemical companies for violat- ing environment protection laws, officials have announced. The Maharashtra Pollution Control Board (MPCB) in India has issued a notice to chemical factories at the Lote Parsburam industrial area in Chiplun for allegedly pol- luting water at the Borje dam near Khed. The dam water would be unfit for con- sumption for at least another year, accord- ing to an M1*CB official. The Government of Maharashtra's envi- ronment secretary Valsa Nair said that there are various violations of environment pro- tection standards by companies, according to the investigations carried out by the MPCB team. "The companies have not complied with the prescribed standards. The notices are given for compliance within a week or clos- ing down operations," Nair added. A. Schulman signs definitive agreement to acquire ICO, Inc. Acquisition would enhance A. Schulman's position in global rotomolding and masterbatch markets • Combined stock and cash transaction valued at approximately $191.4 million • Transaction requires approval from ICO shareholders and customary regulatory approvals A. Schulman, Inc. recently announced that it has signed a definitive agreement to acquire all of the outstanding stock of ICO, Inc., pending approval of the transaction by ICO shareholders and receipt of customary regulatory approvals. Under the terms of the agreement, the total consideration is comprised of $105.0 million in cash and 5.1 million shares of A. Schuiman common stock. ICO, Inc. share- holders will receive approximately $6.79 per share of ICO, Inc. stock, comprised of (a) approximately $3.67 per share in cash and (b) approximately $3.12 in A. Schulman stock (0.184 share of A. Schulman stock valued at the closing price on December 2, 2009) assuming the cash-out of all ICO, Inc. stock options at their "in the money" spread based on the December 2 closing price. After the merger closes, ICO, Inc. shareholders will own approximately 16% of the combined company. The transaction is not subject to a financing contingency. A. Schulman intends to pay the cash portion of the purchase price out of its approximately $230 million of cash on hand. The 60 J POPULAR PUSTICS & PACKAGING J FEBRUARY 201D

A. Schulman Signs Definitive Agreement to Acquire ICO, Inc

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Page 1: A. Schulman Signs Definitive Agreement to Acquire ICO, Inc

NEWS ROUND-UP

sight for the Dow Advanced Materials, serv-ing as General Manager for the division inIndia.

" Harish's proven experience in businessesas well as in the region makes him well quali-fied to continue to accelerate the company'sgrowth in India. With proficiency that spansacross various areas of strategic responsibil-ity throughout the years, Harish's appoint-ment will further strengthen the relationshipDow India shares with its customers andother stakeholders alike," said Mr. VipuiShah, President, Dow Southeast Asia andIndia. ^

Indian firm designs WPCtoiletINDIAN plastics executive HasmukhShukla believes wood-plastic composites canhelp bring better sanitation to more than 2billion people in the world who lack accessto hygienic toilets.

Demand for such toilets totals more - than100 million, estimated Shukla, managing di-rector of Indian PVC win-dow and door makerAccura Polytech Pvt. Ltd.And, using wood-plasticcomposites to fabricate theportable facilities could cutmanufacturing costs sig-nificantly, he said.

"There are 2.6 billionpeople in the world with-out proper sanitation facili-ties," he said, citmg figuresfrom the Worlet Toilet Organization inSingapore. " Out ofthat, 900 million are chil-dren. "

Two-thirds of people lacking proper sani-tation live in southern and eastern Asia,Shukla said in a speech at tlie China ThirdInternational Forum of Wood Plastic com-posites in Shenzhen.

He estimates that prefabricated sanitationfacilities could be 50 percent less expensiveif -they are made from composites that userecycled plastic and wood raw materials.

His small company in Ahmedabad, In-dia, now makes a line of portable PVC toi-lets. Accura employs about 50 and has an-nual production capacity for around 3.3 mil-lion pounds of PVC doors, windows, desksand simple prefabricated houses and build-ings.

The firm has developed designs for wood-plastic portable toilets. But it does not docomposites manufacturing and is looking formanufacturing panners or investors, Shuklasaid.

Shukla

"I don't want to venture into WPC un-less I can associate with someone who hasbig capacity, I'm looking for venture capitalpartners. India is a big market."

Shukla came to China to pitch his ideaand look for partners, in part because theChinese plastic-wood composites industryis "sitting idle" with excess capacity.

Accura has experience working in somechallenging environments: Shukla said thecompany developed a PVC house that wasused for a nine-day religious retreat in theHimalayan mountains, at an elevation of18,000 feet. The components were flown inover a 11/2-day period by helicopter and as-sembled on-site.

He also has developed designs for prefabor temporary wood-plastic composite hous-ing that can be built usmg common carpen-try tools. That's also a challenge with prefabtoilets, he said. "You can't transport it in as-sembled conditions every time. This is eas-ily fabricated," he said.

The urgent need is also a solid businessopportunity, he said.

"Primarily, I see huge potential as a busi-ness. Humanitarianism is a main primaryobjective, but definitely it is quite a viablebusiness option."

ItIndia to establish ^petrochemicals in GujaratstateTHE Indian Covernment has signed anagreement with the government of Gujaratstate to establish a Petroleum Chemicals andPetrochemicals Investment Region (PCPIR)at Dahej, India.

The agreement is a result of India's PCPIRpolicy and the Cabinet Committee on Eco-nomic Affairs (CCEA) approval ¡n Febru-ary 2009.

The project, which costs nearlyINR500bn {$10.91bn), will cover a 453km2area in South Gujarat's Bharuch district andwill have a I86km^ processing area in Unewith PCPIR policy.

The PCPIR policy helps ensure that glo-bal-scale industrial clusters in the chemical,petrochemical and petroleum sectors are cre-ated in an integrated and eco-friendly man-

Maharashtra Gets Toughwith chemical companiesTHE Indian state oí Maharashtra has issuednotices to 25 chemical companies for violat-ing environment protection laws, officialshave announced.

The Maharashtra Pollution ControlBoard (MPCB) in India has issued a noticeto chemical factories at the Lote Parsburamindustrial area in Chiplun for allegedly pol-luting water at the Borje dam near Khed.

The dam water would be unfit for con-sumption for at least another year, accord-ing to an M1*CB official.

The Government of Maharashtra's envi-ronment secretary Valsa Nair said that thereare various violations of environment pro-tection standards by companies, accordingto the investigations carried out by theMPCB team.

"The companies have not complied withthe prescribed standards. The notices aregiven for compliance within a week or clos-ing down operations," Nair added.

A. Schulman signs definitiveagreement to acquire ICO,Inc.• Acquisition would enhance A.

Schulman's position in globalrotomolding and masterbatch markets

• Combined stock and cash transactionvalued at approximately $191.4 million

• Transaction requires approval from ICOshareholders and customary regulatoryapprovalsA. Schulman, Inc. recently announced

that it has signed a definitive agreement toacquire all of the outstanding stock of ICO,Inc., pending approval of the transaction byICO shareholders and receipt of customaryregulatory approvals.

Under the terms of the agreement, thetotal consideration is comprised of $105.0million in cash and 5.1 million shares of A.Schuiman common stock. ICO, Inc. share-holders will receive approximately $6.79 pershare of ICO, Inc. stock, comprised of

(a) approximately $3.67 per share in cashand

(b) approximately $3.12 in A. Schulmanstock (0.184 share of A. Schulman stockvalued at the closing price on December2, 2009) assuming the cash-out of allICO, Inc. stock options at their "in themoney" spread based on the December2 closing price. After the merger closes,ICO, Inc. shareholders will ownapproximately 16% of the combinedcompany. The transaction is not subjectto a financing contingency. A. Schulmanintends to pay the cash portion of thepurchase price out of its approximately$230 million of cash on hand. The

60 J POPULAR PUSTICS & PACKAGING J FEBRUARY 201D

Page 2: A. Schulman Signs Definitive Agreement to Acquire ICO, Inc

r NEWS ROUND-UP

transaction does not acquire approval byA. Schulman's sharebolders.

ICO is a global manufacturer of specialtyresins and concentrates, and provides spe-cialty polymer services, including size reduc-tion, compounding and otber related ser-vices. Its products are used to manufactureplastic bags and films, bousehold products,toys, water tanks and other rotational mold-ing applications. ICO reported annual rev-enues of $300 million for the year ended Sep-tember 30, 2009.

"We are very excited by this proposedtransaction. The acquisition of ICO presentsus with an opportunity to expand our glo-bal presence substantially, especially inrotomoldmg. As we have communicated toour shareholders in tbe past, A. Schulman'slong-term strategic objectives include beinga leading global manufacturer in bothmasterbatch and rotomolding," said JosephM. Gingo, Chairman,President and ChiefExecutive Officer of A. Schulman.

"Our two businesses are extremelycomplementary across markets, product linesand geographies," Gingo said. "The additionof ICO's masterbatch and rotomolding fa-cilities to A. Schulman's facilities, specialtyproducts and technical capabilities, alongwith our other combined skill sets, willstrengthen our ability to serve customers.ICO is also a global leader in size reduction,whicb is a segment that A. Schulman cur-rently does not serve, and which will enableus to provide a wider variety of solutions tocustomers throughout all of our businesses.By acquiring the operations of ICO, we willincrease our presence in the U.S. masterbatchmarket, gain plants in the high-growth mar-ket of Brazil and facilities in Australia, andadd another facility in Asia to bring our to-tal plants in that region to four, including thefacility we plan to build in India. In Europe,the acquisition will allow us to expand ourpresence and add rotomolding and size re-duction to our capabilities. It also will en-able us to grow both in countries where wecurrently have a limited presence, such asFrance, Italy and Holland, as well as furtherleverage our facilities serving high-growthmarkets such as Poland, Hungary and Swe-den."

Gingo continued, "Going forward, ICOwill have access to A. Schulman's strong bal-ance sheet which will help to underpin on-going strategic growth initiatives. We alsoexpect to achieve approximately $15 millionin run-rate synergies by the end of fiscal 2011,resulting from the consolidation and central-ization of global purchasing activities, tax

ITALY & Made in ITALY

USUALLY one associates Italy with the three F's:Fashion, Furniture and Food. They are not it seemsfully aware of the capabilities of the Italian Machin-ery Mfrs. who play a leading role in the supply ofvarious types of machinery especially plastic process-ing machinery the world over.

In this context mention must be made of the roleplayed by the Italian Plastics and Rubber ProcessingMachinery and Equipment Manufacturers: 250 com-panies and (most of them belonging toASSOCOMAPLAST) i.e. Italian Plastics & RubberManufacturers Association. There is a workforce ofaround 12,000 employees in addition to hundreds ofSME s producing moulds, accessories and compo-nents.

To support the overseas marketing activities of companies ASSOCOMAPLASThas published a survey titled Italy and Made in Italy, with the presentation of thedetails of each of its members, and alternated by descriptions and pictures of 33 amongthe most beautiful piazzas in Italy.

It is worthy of note that more than 500 patents of plastics and rubber machineryare held by Italian companies by virtue of their energy efficiency, reduction of pro-duction costs and safety in the workplace.

About 10,000 copies of the above have been distributed to plastics processors allover the world.

benefits, and elimination of duplicate publiccompany costs."

For fiscal 2010, A. Schulman's prelimi-nary assessment, assuming a spring 2010close, is tbat the acquisition will contributeapproximately $150 million to revenues andbe accretive to earnings on an operating ba-sis, This estimate includes tbe 2010 half-yeareffect of the synergies, ICO earnings andcosts of approximately $5.0 million to achievethe synergies, as well as any costs associatedwith the transaction.

"Our Board of Directors has unani-mously determined that the merger with A.Schulman, Inc. is in the best interests of ourshareholders, and that tbe combined com-pany will provide enhanced product and ser-vice offerings to our customers and outstand-ing opportunities for our employees," saidA. John Knapp, Jr., President and Chief Ex-ecutive Officer of ICO, Inc. "A. Schulmanis a strong global leader in tbe manufactureof high-performance plastic compounds andresins, with an outstanding management teamand corporate culture. It is well-positionedto pursue a long-term strategy of profitablegrowth and value creation that is consistentwith our vision at ICO, Inc. The ICO andA. Schulman businesses are largely comple-mentary and synergistic with little overlapin end use and geographic markets. We havebuilt a great team at ICO, Inc., and during

our years of working together with A.Schulman, we have been highly impressedwith the enthusiasm and energy of their team.We believe the chemistry will be outstand-ing when the integration takes place."

The two companies believe this transac-tion will bring significant value and oppor-tunity to the customers of the combined busi-ness as a result of:

• Enhanced and complementary productofferings

• Expanded global reach• Increased financial strength• Shared technology and product

development focused on better solutionsfor customersICO expects to make a subsequent an-

nouncement of the timing and location of themeeting of shareholders and record date forshareholders eligible to vote on the proposedacquisition. Pending ICO shareholder andregulatory approvals and other customaryclosing conditions, the transaction is ex-pected to close in the spring of 2010. If thetransaction is closed, the agreement calls fortwo current ICO directors, Gregory T.Barmore and Eugene R. Allspach. to join theA. Schutman Board of Directors.

Headquartered In Akron, Ohio, A.Schulman is a leading international supplierof high-performance plastic compounds and

POPULAR PLASTtCS & PACKAGING J FEBRUARY 2010 J 61

Page 3: A. Schulman Signs Definitive Agreement to Acquire ICO, Inc

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