Strategic Review Of Darex To Be Completed This Year

    BOCA RATON, Fla., April 2 /PRNewswire/  -- W. R. Grace & Co.
(NYSE: GRA) today announced that it has entered into a definitive agreement to
acquire the Crosfield business of Imperial Chemical Industries PLC for $455
million in cash.  Completion of the transaction is subject to various
conditions, including customary governmental approvals, and is expected to
take place in mid-1998.
    Crosfield, with 1997 sales of approximately $270 million, will be
integrated with Grace's Davison business, a leading global supplier of
catalysts and silica products, which had 1997 revenues of $712 million.
Crosfield is a major producer of various silica, silicate and zeolite
products, as well as hydroprocessing and specialty catalysts.  Its silica
products serve as ingredients or process aids in a wide range of consumer and
industrial applications in the coatings, plastics, food, pharmaceutical and
other industries, while its catalysts are used in petroleum refining and
polyethylene production.  Crosfield is also a supplier of advanced silicates
and zeolites to the detergent industry.
    Albert J. Costello, chairman, president and chief executive officer of
Grace, said, "The strategic acquisition of Crosfield is expected to accelerate
the growth of our specialty chemicals businesses.  The Crosfield product lines
are highly complementary to our Davison business and present excellent
opportunities for sales and cost synergies.  In addition, we anticipate
improved capital management in the combined businesses through shared capacity
utilization and other economies.  The acquisition is a further step in our
plan to refocus Grace's business portfolio on those segments with the
strongest market position and the most attractive growth prospects.  It should
add significant value for Grace shareholders.  We expect it to be
substantially accretive to Grace earnings in the first full year."
    James R. Hyde, president of Grace Davison, added, "This transaction
offers exciting opportunities to combine Crosfield and Davison technologies to
enhance our position in hydroprocessing catalysts for oil refining, extend our
capabilities in selected silica products applications, and expand our
activities into the adjacent market areas of silicates and zeolites.  In
addition, it will allow Davison to broaden many important customer
relationships."
    Credit Suisse First Boston advised Grace in this transaction.

    Share Repurchase
    Separately, Grace announced that its Board has approved a program to
purchase up to 20% of Grace's outstanding shares in the open market; at
March 31, 1998, Grace had approximately 75.8 million shares outstanding.
This authority is expected to be executed over time, depending on market
conditions and other factors.

    Darex Container Products
    Grace also announced that it is continuing a strategic review of the
Darex Container Products unit and that a conclusion will be reached this year.
    Costello said, "Darex management is pursuing steps to enhance future
profitability, including productivity improvements and the further development
of oxygen-scavenging and active closure technologies.
    "On the other hand, substantial third-party strategic interest in this
business has already been expressed.  The course that we ultimately pursue
with respect to Darex will be the one that accomplishes our goal of maximizing
value to our shareholders."
    Grace is one of the world's leading specialty chemicals companies, with
annual sales of approximately $1.5 billion.  For more information, visit
Grace's Web site at http://www.grace.com.

SOURCE  W. R.  Grace






 
Company News On-Call:  http://www.prnewswire.com or fax,
800-758-5804, extension 953375
 

 
CONTACT: Media Relations, Jane D. McGuinness, 561-362-1343, or
Investor Relations, Susan G. Eccher, 561-362-1331, both of W. R.
Grace
 

 
Web site;  http://www.grace.com