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The Merger will take retroactive effect on 1 January and, accordingly, the results of all operations affecting assets and liabilities, together with associated taxes, undertaken by S. The Merger agreement was filed with the commercial court of Nanterre Tribunal de commerce de Nanterre on 3 April The tax treatment applicable to the Merger is described in section 2.

The Merger and, accordingly, the dissolution without liquidation of S. The Merger will be submitted for approval to the combined general meeting of Arkema S. The conclusions of the merger auditors on the value of the contributions are the following:. The conclusions of the merger auditors on the consideration for the contributions are the following:. In consideration for the net assets of S. Based on the number of S. The final amount of Arkema S.

The shares will be identical in all respects to the existing shares comprising Arkema S. They will be entitled to a dividend as from January Application has been made for the shares comprising Arkema S. Accordingly, the S. In practice, only the Merger Fractional Shares actions formant rompus de fusion will be tradable.

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With effect from the sale, any S. Holders of S. The Merger is an internal restructuring with no change of control. The assets and liabilities of S. Based on S. The financial assets contributed by S. The net value of assets contributed by S. The Merger is agreed in return for Arkema S. As a result of the above:. The net assets contributed in the Merger, corresponding to the 1,, S.

The expected amount of Arkema S. The difference represents the Merger premium which amounts to an expected sum of:.

The final amount of the Merger surplus will be determined by the Chairman of Arkema S. The exchange ratio between S. In the absence of any material debt or cash, or other assets and liabilities, the valuations of S. The value of other assets and liabilities held or due by S. The shareholdings of the two companies have been valued using a multi-criteria analysis including the following methods:. Restated net asset value is the sum of net assets plus any unrealized gains or losses recognized on or off the balance sheet.

This method is used, in particular, to value investment and real estate companies the business activity of which is buying and selling assets. It is not appropriate for an industrial group such as Arkema which uses its assets in ongoing operations. The discounted dividend method has not been used because Arkema S. The past transaction multiples method was not used as these multiples usually incorporate a control premium, which is not relevant for the proposed transactions.

The table below shows the relative weight of S. Low range of the valuation on a sum-of-the parts basis.

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High range of the valuation on a sum-of-the parts basis. Mid-range of the valuation on a sum-of-the parts basis. On this basis, the merger ratio has been set at fifteen 15 S. It is not an aggregate defined by accounting principles. The estimates of the various financial aggregates used in the valuation are taken from research reports of financial analysts.

Information on planned changes to the Board of Directors and executive management are described in section 3. The new strategic directions and prospects for Arkema are described in sections 3. Earnings and dividend payout policy are described in section 3. Its shareholders other than Arkema S.

The following factors to be considered in the valuation are given for information purposes only and should under no circumstances be interpreted as an indication of Arkema S. The information required to prepare the factors to be considered in the valuation presented below and in particular the forecasts provided with respect to certain companies in the chemicals sector have been taken from documents available to the public in particular annual reports and consensus information established based on recent research reports or on the IBES database published on the companies concerned.

Accordingly, this information has not been and will not be subject to independent verification. Euronext will publish a notice before the First Trading day setting out the price that will serve as reference for the first trading price and which will be based, among other things, on the update of the information as indicated above. This reference price will be used only to set reservation thresholds and is not an indication of the price at which Arkema S. Among the various valuation criteria, peer group comparisons aim to compare Arkema with a sample of listed companies that are comparable in terms of i business profile, ii geographical areas of operations and iii size.

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None of these companies is directly comparable to Arkema given their profiles:. The table presented below therefore includes all these companies except for Rhodia, Akzo Nobel, Solvay and Degussa. Price Earnings Ratio is defined as the ratio between the average market capitalisation during the month preceding 31 March and net income in the reference year.

Sales multiples have not been used as they do not reflect the differing levels of profitability of the sample companies. Price Earnings Ratio multiples have been presented even though the widely differing financial structures of the sample companies make this multiple less relevant. Source: Companies, Datastream, analysts notes.

No securities are being offered for sale or subscription and no securities are being purchased or subscribed for by investors in connection with the listing of Arkema S. The first listing is expected to occur on 18 May after approval of this transaction by Total S. Financial analyses should be published in this context. All the quantified data shown in Chapter 3 have been established on a pro forma basis.

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The Group is an important player in the global chemical industry. The chemical industry is a processing industry that is based on the transformation in one or several stages of raw materials oil derivatives, gas, minerals, natural products, etc. At the two extremes of this wide spectrum, there are, on the one hand, commodities characterised by few transformation stages, large volumes, and cyclical unit prices and margins , such as olefins and polyolefins, ammonia, methanol and caustic soda, and, on the other hand, sophisticated products like pharmaceuticals and agrochemical derivatives.

Between these two extremes is a large number of chemical intermediates, polymers and fine-chemical products. The chemical industry also includes specialty products such as adhesives, paints, inks, varnishes, cosmetics and detergents, developed in response to the need for application products. Trade in chemicals between these three main production regions is growing, though is still limited at present.

The Group operates in this industrial context with a coherent business portfolio focused on three segments: Vinyl Products, Industrial Chemicals and Performance Products. Sales by business division. In the majority of its product lines, the Group ranks among the leading world producers PMMA, fluorochemicals, hydrogen peroxide, etc , or is a regional leader as in chlorochemicals in Europe, for example. Capital employed by geographic region.



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Since October , the Group has been organised into three business segments Vinyl Products, Industrial Chemicals and Performance Products that further break down into fourteen profit centres or business units BUs. At the Completion Date, the BUs which are already operationally integrated in the. The business segments are organized according to the business clusters: the Vinyl Products segment groups together the businesses connected with chlorine chemistry, the Industrial Chemicals segment covers the major chemical intermediates, while the Performance Products segment encompasses the businesses that focus on applications products.

The BUs are in charge of production management, research, sales, marketing and customer relations. They are fully responsible for their results. The simplified organisation chart below shows the BUs that operate within each of the business segments:. The BUs rely on functional divisions that provide them with continuous support mainly in the fields of accounting, taxation, legal services, information systems, human resources and communication.

These functional divisions are generally responsible, under the authority of the Executive Committee see section 3. Geographic subsidiaries and sales offices are located in different regions of the world. Besides supporting the BUs, these subsidiaries and sales offices provide local links to the functional divisions and help the Group by their knowledge of local conditions.

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The Group relies on its strong manufacturing positions in Europe, North America and Asia to respond to demand from its customers as effectively as possible. Its technical knowledge of products and manufacturing processes enables the Group to get the best out of its current production facilities and gives it a key advantage in the conquest of new markets.

In addition, this expertise enables it to complete investment projects on time and very efficiently. Lastly, the Group can count on teams whose loyalty, professionalism and experience are widely recognized. Since the implementation of its new organization in October , the Group has conducted an analysis of its strengths and weaknesses, as its financial performance between and was considered inadequate in relation to its capacities and assets. Consequently, the Group laid down a clear strategy for the next five years, focused on improving its results:. More particularly, the Group has defined four fundamentals that support its strategy:.

In addition, the Group has retained three development lines:. These plans that were initiated in should be progressively implemented through The Group plans to pursue its efforts to improve productivity in the future, if need be, in order to safeguard its competitiveness. As for the management of its business portfolio, the Group intends to keep a coherent and integrated portfolio of businesses with leading market positions.

The Group also intends to maintain a solid financial structure. In this context, the Group could envision making targeted acquisitions, provided they offer synergies or are complementary with its existing businesses and that they can be made on acceptable financial terms. Similarly, the Group does not exclude the possibility of selling assets, as it has already done in the past. The application of these strategic guidelines is discussed below by business segment. The main development investments carried out by the Group over the past three years were:.

Total investments planned for and should be higher than in mainly because of the implementation of the consolidation plan for the Vinyl Products segment, described in section 3. The Vinyl Products segment is made up of different businesses that are all part of a chemical product chain, that goes from the electrolysis of salt to the transformation of PVC. As such, it covers in particular the manufacture of chlorine and caustic soda, VCM vinyl chloride monomer , chloromethanes, chlorinated derivatives and PVC, Vinyl Compounds, and the Pipes and Profiles business Alphacan.

This sector is faced with volatile market conditions and intense competition. The chlorochemical sector is subject in particular to several constraints:. Based on its integration, the Group intends to remain one of the major players in Europe for its Vinyl Products segment. To achieve this, in it adopted a consolidation plan that will include both the closure of poorly performing production facilities and the debottlenecking of certain production units.

The restructuring plan for the Vinyl Products segment is described in section 3.