PolyOne Accelerates Specialty Transformation with Agreement to Acquire Spartech
- Spartech expands PolyOne's specialty portfolio with adjacent technologies in attractive end markets
- Leading North America market positions in sheet, rigid barrier packaging and specialty cast
- Focused areas of growth in aerospace, security, packaging and healthcare
- Significant opportunity to expand profitability by leveraging PolyOne's four-pillar strategy
- Bolt-on acquisition with opportunity for global expansion
- Align capacity and cost structure with the voice of the customer
- Mix shift away from volume toward value
- Cross selling to enhance market penetration
- Preliminary annualized synergies estimated at $65 million
- Expected to be accretive to EPS in first full year post-acquisition
- Annual EPS expected to expand by $0.50 per share upon full synergy capture
- PolyOne has a proven management team with a track record of success
- Spartech looks much like PolyOne did in the early years of transformation
- Substantial share price appreciation potential for all shareholders
- Spartech stockholders to receive cash and stock valued at $8.00 per Spartech common share
CLEVELAND and ST. LOUIS - October 24, 2012 - PolyOne Corporation (NYSE: POL), a premier
provider of specialized polymer materials, services and solutions, and Spartech (NYSE: SEH), a
leading producer of plastic sheet, compounds and packaging solutions, today announced they have
entered into a definitive agreement, under which PolyOne will acquire Spartech. Under the terms of
the agreement, Spartech stockholders will receive $2.67 in cash and 0.3167 shares of PolyOne
common stock for each share of Spartech common stock. Based on the closing price of PolyOne
shares on Tuesday, October 23, Spartech stockholders will receive cash and stock valued at $8.00
per Spartech common share, representing a total transaction value of approximately $393 million,
including the assumption of Spartech's net debt of $142 million.
"I am extremely pleased to announce we've reached an agreement to acquire Spartech," said
Stephen D. Newlin, chairman, president and chief executive officer, PolyOne Corporation. "Spartech
expands PolyOne's specialty portfolio with adjacent technologies in attractive end markets where we
already participate as well as new ones like aerospace and security. By combining Spartech's
leading market positions in sheet, rigid barrier packaging and specialty cast acrylics with PolyOne's
capabilities, we can accelerate growth for both companies. We believe this is a very compelling
transaction for our shareholders, customers and employees.
"We believe that Spartech's businesses have specialty characteristics that are reminiscent of
PolyOne's Specialty platform in the early stages of our transformation. Our exceptional management
team has the experience and proven track record of transforming businesses with specialty potential
through execution of our existing four pillar strategy," added Mr. Newlin.
"We are excited to be joining forces with PolyOne as we believe this transaction represents the best
path forward for our stockholders, customers and valued employees," said Vicki Holt, president and
chief executive officer, Spartech Corporation. "PolyOne and Spartech have complementary growth
strategies, and by combining our resources we expect to accelerate our shift to specialty applications
with a more competitive cost structure, enhanced customer relationships, improved market access
and increasingly innovative technologies. Furthermore, this transaction provides Spartech's
stockholders with immediate value through a combination of a meaningful upfront premium,
participation in the continued upside of our combined businesses, and in the synergies inherent in this
transaction. I want to thank our employees for their tireless commitment to our customers, and the
execution of our strategies to grow earnings. We look forward to working closely with PolyOne to
close this transaction as expeditiously as possible."
Spartech is a leading producer of plastic products including polymeric compounds, concentrates,
custom extruded sheet and rollstock products and packaging technologies for a wide spectrum of
customers. Spartech's three business segments operate 30 facilities in the United States, Mexico,
Canada and France. Spartech achieved sales and adjusted EBITDA of approximately $1.2 billion and
$53.1 million, respectively, for the trailing twelve months ended August 4, 2012.
"We believe this acquisition offers significant operational and commercial synergy opportunities
beyond just the elimination of duplicate public company costs. We see opportunities to align
operations and supply chain with the voice of the customer, shift mix away from volume and toward
value, expand cross-selling capabilities and globalize Spartech's business platforms," said Mr.
Newlin. "In particular, we are very excited to leverage Spartech's capabilities in applications where
Spartech has complementary offerings."
On a preliminary basis, PolyOne has identified annual synergies of approximately $65 million to be
phased in by the third year following acquisition. Excluding acquisition-related costs and charges,
PolyOne expects the transaction to be accretive to earnings in the first full year and ultimately add
$0.50 to EPS, as the $65 million of synergies are achieved.
Mr. Newlin added, "We look forward to completing the transaction and joining our companies together
in order to deliver even stronger returns to PolyOne shareholders."
In aggregate, PolyOne will issue approximately 10 million shares of PolyOne stock and pay
approximately $84 million in cash to Spartech shareholders. PolyOne intends to finance the cash
portion of the purchase price through a combination of cash on hand and new long-term debt
In connection with the transaction, PolyOne's Board of Directors increased the company's share
repurchase authorization to a total of 20 million shares contingent upon consummation of the
Spartech acquisition. Subject to market and other conditions, and in addition to previously planned
purchases to offset dilution, PolyOne intends to opportunistically buy back shares issued in
connection with this transaction, and complete these repurchases within 12 to 18 months following
the close of the acquisition. Assuming this share repurchase is fully executed, this will essentially
result in a total financial impact to the company as if the acquisition of Spartech were structured with
100% cash. PolyOne's management and Board of Directors remain committed to maintaining a
strong credit profile and providing returns to shareholders in the form of cash dividends.
For Spartech investors, the proposed transaction represents a premium of 56 percent to the value of
its stock on October 23, 2012, the last trading day prior to the announcement of the transaction.
The transaction, which was unanimously approved by the Boards of Directors of both companies,
remains subject to approval by Spartech's shareholders and receipt of required regulatory approvals
as well as other customary closing conditions. The transaction is expected to close in the first quarter
Bank of America Merrill Lynch, Moelis & Company and KeyBanc Capital Markets acted as financial
advisors to PolyOne on this transaction, and Jones Day is acting as legal counsel. Spartech's
financial and legal advisors for this transaction are Barclays and K&L Gates, respectively.
PolyOne will host a conference call in which both third quarter earnings and the Spartech acquisition
will be discussed on October 24, 2012 at 9:00 a.m. EST. The call can be accessed by dialing 866-
356-3377 (International: 617-597-5392) and entering Passcode 27155297. To listen to the live
webcast of the conference call and view the accompanying slides, go to www.polyone.com/investor.
Spartech will host a conference call with investors and financial analysts in which the transaction will
be discussed on October 24, 2012 at 10:30 a.m. EST. Investors can listen to the call live via webcast
by logging onto www.spartech.com, or via phone by dialing (877) 724-7545 and providing the
Conference ID#: 57101460. International callers may dial (832) 900-4628.
With annual revenues of approximately $1.2 billion, Spartech is a leading producer of plastic products
including polymeric compounds, concentrates, custom extruded sheet and rollstock products and
packaging solutions for a wide spectrum of customers. Spartech's three business segments, which
operate in the United States, Mexico, Canada, and France, annually process approximately one
billion pounds of plastic resins, specialty plastic alloys, and color and specialty compounds. Additional
information can be found at www.spartech.com.
PolyOne Corporation, with 2011 revenues of $2.9 billion, is a premier provider of specialized polymer
materials, services and solutions. The company is dedicated to serving customers in diverse
industries around the globe, by creating value through collaboration, innovation and an unwavering
commitment to excellence. Guided by its Core Values, Sustainability Promise and No Surprises
PledgeSM, PolyOne is committed to its customers, employees, communities and stockholders through ethical, sustainable and fiscally responsible principles. For more information, visit www.polyone.com.
To access PolyOne's news library online, please visit www.polyone.com/news
Cynthia D. Tomasch
Vice President, Planning & Investor Relations
Kyle G. Rose
Director, Corporate Communications
Randy C. Martin
Executive Vice President and Chief Financial Officer
Corporate Marketing Communications Manager
Cautionary Note on Forward-Looking Statements
This document contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. In particular, statements in this document regarding the
proposed acquisition of Spartech Corporation are forward-looking statements. Forward-looking
statements give current expectations or forecasts of future events and are not guarantees of future
performance. They are based on management's expectations that involve a number of business
risks and uncertainties, any of which could cause actual results to differ materially from those
expressed in or implied by the forward-looking statements. They use words such as "will,"
"anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of
similar meaning in connection with any discussion of future operating or financial condition,
performance and/or sales. Factors that could cause actual results to differ materially from those
implied by these forward-looking statements include, but are not limited to: the time and costs
required to consummate the proposed acquisition; the satisfaction or waiver of conditions in the
merger agreement; any material adverse changes in the business of Spartech; the ability to obtain
required regulatory, stockholder or other third-party approvals and consents and otherwise
consummate the proposed acquisition; our ability to achieve the strategic and other objectives
relating to the proposed acquisition, including any expected synergies; our ability to successfully
integrate Spartech and achieve the expected results of the acquisition, including, without limitation,
the acquisition being accretive; disruptions, uncertainty or volatility in the credit markets that could
adversely impact the availability of credit already arranged and the availability and cost of credit in the
future; the financial condition of our customers, including the ability of customers (especially those
that may be highly leveraged and those with inadequate liquidity) to maintain their credit availability;
the speed and extent of an economic recovery, including the recovery of the housing market; our
ability to achieve new business gains; the effect on foreign operations of currency fluctuations, tariffs,
and other political, economic and regulatory risks; changes in polymer consumption growth rates
where we conduct business; changes in global industry capacity or in the rate at which anticipated
changes in industry capacity come online; fluctuations in raw material prices, quality and supply and
in energy prices and supply; production outages or material costs associated with scheduled or
unscheduled maintenance programs; unanticipated developments that could occur with respect to
contingencies such as litigation and environmental matters; an inability to achieve or delays in
achieving or achievement of less than the anticipated financial benefit from initiatives related to
working capital reductions, cost reductions, and employee productivity goals; an inability to raise or
sustain prices for products or services; an inability to maintain appropriate relations with unions and
employees; the inability to achieve expected results from our acquisition activities; our ability to
continue to pay cash dividends; the amount and timing of repurchases of our common shares, if any;
and other factors affecting our business beyond our control, including, without limitation, changes in
the general economy, changes in interest rates and changes in the rate of inflation. The above list of
factors is not exhaustive.
We undertake no obligation to publicly update forward-looking statements, whether as a result
of new information, future events or otherwise. You are advised to consult any further disclosures we
make on related subjects in our reports on Form 10-Q, 8-K and 10-K that we provide to the Securities
and Exchange Commission.
In connection with the proposed transaction, a registration statement on Form S-4 will be filed
with the SEC. SPARTECH CORPORATION STOCKHOLDERS ARE ENCOURAGED TO READ THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE
REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy
statement/prospectus will be mailed to stockholders of Spartech Corporation. Investors and security
holders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov, from
PolyOne at its website, www.polyone.com, or 33587 Walker Road, Avon Lake, Ohio 44012, Attention:
Corporate Secretary, or from Spartech Corporation at its website, www.spartech.com, or 120 S.
Central Avenue, Suite 1700, Clayton, MO 63105, Attention: Corporate Secretary.
Participants in Solicitation
PolyOne and Spartech Corporation and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies in respect of the proposed merger.
Information concerning PolyOne's participants is set forth in the proxy statement, dated March 23,
2012, for PolyOne's 2012 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A
and PolyOne's current reports on Form 8-K, as filed with the SEC on May 11, 2012 and September 25, 2012. Information concerning Spartech Corporation's participants is set forth in the proxy
statement, dated January 24, 2012, for Spartech Corporation's 2012 Annual Meeting of Stockholders
as filed with the SEC on Schedule 14A and Spartech Corporation's current report on Form 8-K, as
filed with the SEC on March 16, 2012. Additional information regarding the interests of participants of
PolyOne and Spartech Corporation in the solicitation of proxies in respect of the proposed merger will
be included in the registration statement and proxy statement/prospectus and other relevant materials
to be filed with the SEC when they become available. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.