Attached files

file filename
8-K - 8-K - Rockwood Holdings, Inc.a14-17054_28k.htm
EX-99.1 - EX-99.1 - Rockwood Holdings, Inc.a14-17054_2ex99d1.htm
EX-99.2 - EX-99.2 - Rockwood Holdings, Inc.a14-17054_2ex99d2.htm
EX-99.4 - EX-99.4 - Rockwood Holdings, Inc.a14-17054_2ex99d4.htm
EX-99.3 - EX-99.3 - Rockwood Holdings, Inc.a14-17054_2ex99d3.htm

Exhibit 99.5

 

Rockwood and Albemarle To Merge: Customer/Supplier/PartnerTalking Points Customer Key Messages

 

·                  Rockwood and Albemarle announced a definitive agreement under which Rockwood has agreed to combine with Albemarle in a cash and stock transaction valued at approximately $6.2 billion.

 

·                  Until the transaction closes, which we expect will occur in the first quarter of 2015, we will continue to operate as separate companies, and it remains business as usual at Rockwood.

 

·                  Our commitment to our customers is unchanged, and we will continue to provide you with the leading innovative and optimal solutions you have come to expect from us.

 

·                  There will be no changes in your relationship with Rockwood, and your day-to-day contacts will remain the same.

 

·                  Our team is committed to a smooth transition and we fully expect a seamless integration upon completion of the transaction.

 

·                  We look forward to working with you as we begin this exciting new chapter and appreciate your continued support.

 

Additional Detail

 

·                  This combination will create a premier specialty chemicals companies, with market leading positions across four key businesses: lithium, refinery and polyolefin catalysts, surface treatment and bromine.

 

·                  The combined company will offer enhanced customer reach, increased diversity across end markets, technologies and geographies, and improved global scale to help us more effectively deliver tailored, performance-based solutions for our customers.

 

·                  Both Rockwood and Albemarle take pride in developing technology and services that will allow us to meet our customers fast growing needs.

 

·                  Ultimately, our increased breadth will allow us to build even stronger partnerships.

 

·                  As we move through this process, we will continue to keep you updated on important developments.

 



 

·                  If you have any questions, please feel free to reach out to your usual Rockwood representative.

 

·                  Thank you for your continued support of Rockwood.

 

* * * *

 

Important Information for Stockholders and Investors

 

Nothing in these talking points shall constitute a solicitation to buy or subscribe for or an offer to sell any securities of Albemarle or Rockwood or a solicitation of any vote or approval. In connection with the proposed transaction, Albemarle and Rockwood will file a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction with the Securities and Exchange Commission (“SEC”), and Albemarle will file a Registration Statement on Form S-4 with the SEC. STOCKHOLDERS OF EACH COMPANY AND OTHER INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders and investors will be able to obtain a free copy of the registration statement and joint proxy statement/prospectus, as well as other filings containing information about Albemarle and Rockwood, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the registration statement and joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to Albemarle Corporation, 451 Florida Street, Baton Rouge, Louisiana 70801, USA, Attention: Investor Relations, Telephone: +1 225-388-7322, or to Rockwood Holdings, Inc., 100 Overlook Center, Princeton, New Jersey 08540, USA, Attn: Investor Relations, Telephone +1 609-524- 1109.

 

Participants in Solicitation

 

Albemarle, Rockwood, their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Albemarle’s directors and executive officers is available in its proxy statement filed with the SEC by Albemarle on March 28, 2014, and information regarding Rockwood’s directors and executive officers is available in its proxy statement filed with the SEC by Rockwood on March 28, 2014. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.

 



 

Forward Looking Statements

 

These talking points contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and business of Albemarle, Rockwood and the combined businesses of Albemarle and Rockwood and with respect to the transaction and the anticipated consequences and benefits of the transaction, the targeted close date for the transaction, product development, changes in productivity, market trends, price, expected growth and earnings, cash flow generation, costs and cost synergies, portfolio diversification, economic trends and outlook. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Albemarle or Rockwood to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, without limitation: the receipt and timing of necessary regulatory approvals; the ability to finance the transaction; the ability to successfully operate and integrate Rockwood’s operations and realize estimated synergies; changes in economic and business conditions; changes in financial and operating performance of major customers and industries and markets served by Albemarle or Rockwood; the timing of orders received from customers; the gain or loss of significant customers; competition from other manufacturers; changes in the demand for products; limitations or prohibitions on the manufacture and sale of products; availability of raw materials; changes in the cost of raw materials and energy; changes in markets in general; changes in laws and government regulation impacting operations or products; the occurrence of claims or litigation; the occurrence of natural disasters; political unrest affecting the global economy; political instability affecting manufacturing operations or joint ventures; changes in accounting standards; changes in the jurisdictional mix of the earnings of Albemarle or Rockwood and changes in tax laws and rates; volatility and substantial uncertainties in the debt and equity markets; technology or intellectual property infringement; and decisions that Albemarle or Rockwood may make in the future. In addition, certain factors that could cause actual results to differ materially from these forward-looking statements are listed from time to time in Albemarle’s SEC reports, including, but not limited to, in the section entitled “Item 1A. Risk Factors” in the Annual Report on Form 10-K filed by Albemarle with the SEC on February 25, 2014, and Rockwood’s SEC reports, including, but not limited to, in the section entitled “Item 1A. Risk Factors” in the Annual Report on Form 10-K filed by Rockwood with the SEC on March 4, 2014. . These forward-looking statements speak only as of the date of this communication. Each of Albemarle and Rockwood expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.