COLUMBIA, Md., Sep 13, 2010 (BUSINESS WIRE) --W. R. Grace & Co. (NYSE:GRA) and Synthetech, Inc. (NZYM.OB) today
announced that they have entered into a definitive merger agreement
under which Grace will purchase Synthetech, a manufacturer of fine
chemicals specializing in organic synthesis, biocatalysis and chiral
technologies. The aggregate purchase price for the transaction is
approximately $19.2 million, less Synthetech's unpaid debt and
transaction costs at closing, and subject to a minimum cash balance of
$600,000. The acquisition will provide Grace with capacity for the
manufacture of specialty single-site and polypropylene catalysts used to
produce plastics. In addition, Synthetech's fine chemicals expertise in
chiral and peptide intermediate synthesis will expand Grace's discovery
sciences offerings to the pharmaceutical sector.
"The addition of Synthetech's technical expertise and its manufacturing
assets is an important step in building our polyolefin catalysts
business," said Greg Poling, Vice President of W. R. Grace & Co. and
President of Grace Davison. "Synthetech gives us immediate production
capacity for specialty single-site and polypropylene catalysts, which
significantly enhances our ability to supply our large global customers
with these specialized catalysts. The acquisition eliminates the need
for investing in a grass-roots facility."
Mr. Poling added, "Synthetech's established relationships with
pharmaceutical companies and their expertise in the development-stage of
patented drugs also will broaden our portfolio of products and services
in our discovery sciences business."
Dr. Gregory R. Hahn, Synthetech's President and CEO, noted, "The
employees at Synthetech have worked hard over the past four years to
successfully turn around the company. With the Grace agreement, we
believe we have created additional value for all Synthetech
stakeholders, including employees, customers, and particularly
shareholders. We look forward to building a new future as part of Grace."
Single-site and polypropylene catalysts are used in the production of
plastics for automobile parts, household appliances, and consumer
product packaging. Grace's line of polypropylene and polyethylene
catalysts includes POLYTRAK(R), SYLOPOL(R) and
MAGNAPORE(R). Grace recently announced a multi-year agreement
to supply polypropylene catalysts to Borealis AG, a leading provider of
chemicals and innovative plastics solutions. The previously announced
expansion of Grace's polypropylene catalyst manufacturing capacity at
its Worms, Germany facility is expected to be in operation in mid-2011.
The transaction has been approved by the boards of directors of both
companies, but is subject to approval by Synthetech's shareholders and
the U.S. Bankruptcy Court and the satisfaction of other closing
conditions. Grace anticipates completing the transaction during the
fourth quarter of 2010.
Synthetech, Inc. has 63 employees. The primary facility in Albany,
Oregon includes production and R&D. A second location in San Diego,
California is dedicated to R&D. The company will be integrated into
Grace Davison's Specialty Technologies business.
Grace is a leading global supplier of catalysts and other products to
petroleum refiners; catalysts for the manufacture of plastics;
silica-based engineered and specialty materials for a wide range of
industrial applications; sealants and coatings for food and beverage
packaging, and specialty chemicals, additives and building materials for
commercial and residential construction. Founded in 1854, Grace has
operations in over 40 countries. For more information, visit Grace's web
site at www.grace.com.
Synthetech, Inc., based in Albany, Oregon, is a fine chemicals company
specializing in organic synthesis, biocatalysis and chiral technologies.
Synthetech develops and manufactures amino acid derivatives, specialty
amino acids, peptide fragments and proprietary custom chiral
intermediates primarily for the pharmaceutical industry. Synthetech
produces advanced pharmaceutical intermediates in accordance with
current Good Manufacturing Practices (cGMP) and in compliance
with U.S. Food and Drug Administration (FDA) regulations.
Synthetech's products support the development and manufacture of
therapeutic peptides and peptidomimetic (peptide-like) small molecule
drugs from early stages of a customer's clinical development through
market launch and into commercial production. Synthetech's products also
support the production of chemically-based medical devices. Synthetech's
domestic and international customer base includes major and mid-size
pharmaceutical, contract drug synthesis, emerging and established
biotechnology and medical device companies. Synthetech also supplies
catalog quantities of specialty amino acids to research institutions,
universities and drug discovery firms.
This announcement contains forward-looking statements, that is,
information related to future, not past, events.Such information
generally includes the words "believes," "plans," "intends," "targets,"
"will," "expects," "anticipates," "continues", "outlook" or similar
expressions.For these statements, Grace and Synthetech claim the
protection of the safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995.Grace
and Synthetech are subject to risks and uncertainties that could cause
actual results to differ materially from those projected in the
forward-looking statements or that could cause other forward-looking
information to prove incorrect.Factors that could cause actual
results to materially differ from those contained in the forward-looking
statements include: the fulfillment of the conditions to the closing of
the transactions described in the merger agreement, Grace's bankruptcy
and proposed plan of reorganization, and those factors set forth in
Grace's and Synthetech's respective most recent Annual Report on Form
10-K, quarterly report on Form 10-Q and current reports on Form 8-K,
which have been filed with the Securities and Exchange Commission and
are readily available on the Internet at www.sec.gov.Reported results should not be considered as an indication of future
performance.Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date thereof.
Grace and Synthetech undertake no obligation to publicly release any
revisions to the forward-looking statements contained in this
announcement, or to update them to reflect events or circumstances
occurring after the date of this announcement.
SOURCE: W. R. Grace & Co.
W. R. Grace & Co.