05/10/2013

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Solvay and INEOS join forces to create a world-class PVC producer

Signature of a letter of intent to create a 50-50 joint venture with combined sales of EUR 4.3 bn

Solvay and INEOS recently announce that they have signed a Letter of Intent (LOI) to combine their European chlorvinyls activities in a proposed 50-50 joint venture. The combination would form a polyvinyl chloride (PVC) producer ranking among the top three worldwide. It would build on the strengths of both our companies' industrial assets, the skills of the teams and the complementarity of the geographical presence in order to enhance competitiveness.

The joint venture would have pro-forma net sales of EUR 4.3 billion and REBITDA(1) of EUR 257 million, based on 2012 figures. The combined business would have around 5,650 employees in 9 countries and would pool each company's assets across the entire chlorvinyls chain. This includes PVC, which is the third most-used plastic in the world, caustic soda and chlorine derivatives. RusVinyl, Solvay's Russian joint venture in chlorvinyls with Sibur, is excluded from the transaction.

The joint venture would generate significant synergies thanks to:

shared best practices that improve production processes, particularly to optimize energy consumption;
streamlined product mix and increased specialization of plants;
optimized raw material and energy purchases and usage;
reduced logistics and transport costs;
and combined marketing and sales forces.
Solvay would contribute its vinyl activities, which are part of Solvin, as well as its Chlor Chemicals business, spread across seven fully integrated production sites in Europe. These sites include five electrolysis units converted into more energy efficient membrane technology, which supports sustainable production of PVC.

Kerling, the subsidiary of INEOS and the largest PVC producer in Europe, would contribute its chlorvinyls and related businesses that include three modern and large-scale membrane electrolysis units. These assets are based on ten sites in seven European countries.

The LOI provides exit mechanisms under which INEOS would acquire Solvay's 50% interest in the joint venture for a value based on a mid-cycle REBITDA(1) multiple of 5.5x. The exit arrangements would have to be exercised between four and six years from the joint venture's formation, after which INEOS would be the sole owner of the business. Solvay would be entitled to receive upfront cash payments of EUR 250 million upon completion of the transaction.

The proposed transaction is subject to the applicable information/consultation procedures with employee representatives in the countries involved. After completion of such procedures, the parties would enter into legally-binding agreements that would contain customary closing conditions, including anti-trust approval from the relevant authorities. Until completion of the transaction, the occurrence and timing of which is dependent on such approval and procedures, Solvay and INEOS will continue to run their PVC businesses separately.

More Information: www.ineos.com, www.solvay.com

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