By Fred Pals and Edward Evans
July 9 (Bloomberg) -- CVC Capital Partners Ltd. agreed to buy Univar NV of the Netherlands for 1.52 billion euros ($2.07 billion) to gain the largest distributor of chemicals in the U.S.
Europe's No. 2 buyout firm will purchase Univar for 53.50 euros a share, the companies said in a statement today. That's 37 percent more than Friday's closing price for Univar, which buys bulk chemicals and then sells them to 250,000 industrial users.
CVC's bid comes less than three months after Rotterdam- based Univar bought Chemcentral Corp. of Illinois to boost U.S. sales 40 percent. London-based CVC said it backs expansion in the world's biggest economy, which grew at its slowest pace since the end of 2002 in the first quarter, and also plans to fund further acquisitions in Europe, Asia and the Middle East.
``Univar by itself would not have been able to outperform the equity markets in coming years as it has to handle a large and expensive acquisition while countering a more difficult U.S. economy,'' said Thijs Berkelder, an Amsterdam-based analyst at Petercam who is reviewing his rating on Univar. ``It's an offer that can't be refused.''
Shares of Univar, which was spun off in 2002 from Royal Vopak NV, the largest chemical-storage company, rose 13.93 euros, or 36 percent, to 52.90 euros, a record gain.
Univar's board and HAL Holding NV, one of its biggest shareholders, back the takeover by CVC, which should close in the third quarter, today's statement said.
`Done Deal'
``This is a done deal,'' said Andre Mulder, an analyst at Kepler Equities in Amsterdam with a ``buy'' rating on Univar stock. ``I don't expect anyone to top this offer.''
Univar has 8,000 employees and more than 200 chemical- distribution centers in the U.S., Canada, Europe and Asia, it said in the statement. The majority of the company's products are commodity chemicals bought in bulk and then processed, blended and sold to clients in industries ranging from agriculture and drugs to forestry, food and electronics.
Pro forma sales last year totaled $8 billion, including revenue from Chemcentral, which was purchased in the second quarter for $650 million. The acquisition adds $1.4 billion in sales and is being financed through a $1.5 billion loan.
Ashland Competitor
Univar's earnings before interest, tax, depreciation and amortization totaled $284 million last year, compared with $170 million at its main U.S. competitor, Kentucky-based Ashland Inc. CVC's bid is equal to seven times Ebitda. U.K. buyout firm BC Partners Ltd. bought German chemicals distributor Brenntag Holding GmbH last year for 10 times Ebitda.
HAL Holding, a Dutch investment company, has accepted CVC's offer and will receive 426 million euros for its 26.6 percent of Univar stock, booking a gain of 220 million euros, it said.
CVC is investing 10 billion euros it has amassed in the past two years. The Univar deal comes five days after the 800 million-euro purchase of Taminco NV, a Belgian maker of chemical ingredients for the pharmaceutical industry. Dutch investment firm AlpInvest Partners NV sold Taminco in an auction.
CVC was founded in 1981 as Citicorp's European private- equity arm before its managers bought their independence in 1993. Run by Michael Smith, who joined from Citibank in 1982, the firm has about $24 billion of funds. It already owns more than 40 companies with more than 300,000 employees and revenue in excess of 38.5 billion euros, according to its Web site.
Buyout Bonanza
Buyout firms have announced $34 billion of takeovers in the Netherlands in the past 12 months, a 48 percent increase on the previous year, according to data compiled by Bloomberg.
KKR & Co. LP, together with four other firms, acquired Royal Philips Electronics NV's semiconductor unit for 3.4 billion euros in September, while cable television operators Casema NV and Kabelcom have both been acquired by private-equity firms.
Buyout firms use a combination of their own funds and debt to pay for takeovers. They then typically seek to expand those companies or improve performance before selling them within five years to other funds or to investors through stock offerings.
The bid for Univar comes as other private-equity firms target chemical assets. Apollo Management LP today offered $6.5 billion for U.S.-based Huntsman Corp., the biggest maker of epoxy adhesives, which would be combined with its Hexion Specialty Chemicals Inc. unit, the No. 1 producer of binding resins.
Carlyle Group also said today it's agreed to pay $1.99 billion for Sequa Corp., whose businesses include specialty chemicals and metal coatings.
Celanese Purchase
Blackstone Group LP's return on German chemicals maker Celanese AG was triple the 1.6 billion euros it spent on the world's largest maker of acetic acid. Blackstone made the purchase in 2004 before taking Celanese public a year later in an initial public offering in New York.
Univar engaged NM Rothschild & Sons Ltd. as its financial adviser and De Brauw Blackstone Westbroek as its legal adviser. CVC hired ING Corporate Finance, Bank of America Corp. and Deutsche Bank AG as financial advisers and Kirkland Ellis LLP and Sullivan & Cromwell LLP as legal advisers.
Univar doesn't have any bonds or credit-default swaps outstanding, according to data compiled by Bloomberg.
To contact the reporters on this story: Fred Pals in Amsterdam at fpals@bloomberg.net; Edward Evans in London at at eevans3@bloomberg.net.
Last Updated: July 9, 2007 13:38 EDT
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