MPM Holdings Inc. Agrees to Acquisition by Investor Group

MPM Holdings Inc., a global silicones and advanced materials company, and SJL Partners LLC, KCC Corporation and Wonik QnC Corporation jointly announced that they have entered into a definitive merger agreement whereby the investor group will acquire Momentive in a transaction valued at approximately $3.1 billion, including the assumption of net debt, pension and OPEB liabilities.
 
Based in Waterford, New York, Momentive develops and manufactures specialty silicones and silanes, as well as fused quartz and specialty ceramics products.

Momentive has a global network of 24 production sites and 12 research and development facilities.

“[The] announcement is the result of a thoughtful and comprehensive review of the strategic growth and value creation opportunities available to the company,” Momentive CEO and President Jack Boss said. “We believe this is a great outcome for all of our stakeholders, delivering maximum value to our stockholders while positioning the company for long-term growth and future job creation that will benefit our talented employees across the globe, customers and suppliers.”

“…[T]he combined company will have superior capabilities to better compete in today’s global market,” said Steve Lim, chairman and managing partner of SJL. “The combination of Momentive’s leading product portfolios, KCC and Wonik’s reach into an expanded geographical market and SJL’s solid investment backing and private equity expertise will further position the company for long-term success.”

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of Momentive, KCC and Wonik, the investment committee of SJL and by the requisite vote of Momentive’s stockholders, the Investor Group will assume Momentive’s net debt obligations subject to minimum closing cash requirements of $250 million. Momentive stockholders will receive $32.50 for each share of common stock they own subject to minimum closing cash requirements.

The transaction will be financed through a combination of cash and new debt that will be put in place at closing. The transaction is not subject to any financing contingency and is expected to close in the first half of 2019, subject to regulatory approvals and other customary closing conditions.