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ChemFirst Inc.
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Contact: G. Irvin Lipp
302 774-7447
g-irvin.lipp-1@usa.dupont.com
James McArthur
601 949-0213
jmcarthur@chemfirst.com
DuPont to Acquire ChemFirst, Inc.;
Will Strengthen Position as a Leading Supplier of Electronic Materials
WILMINGTON, Del., and JACKSON, Miss., July 23, 2002-- DuPont today
announced that it has signed a definitive agreement to acquire ChemFirst,
Inc., in a cash transaction valued at $408 million, with a ChemFirst per
share value of $29.20. The acquisition is expected to be about $.01 per
share dilutive in the first 12 months, due to integration costs, and
accretive thereafter.
ChemFirst is a global supplier of electronic chemicals and
materials to the semiconductor industry and specialty intermediates for
polyurethane and other applications. The company had 2001 sales of $278
million, and has approximately 480 employees and primary manufacturing
facilities in Pascagoula, Miss., Baytown, Tex., Dayton, Ohio, and Hayward,
Cal., with operations in Scotland and Japan.
"This transaction is good for our shareholders," said J. Kelley
Williams, ChemFirst chairman and CEO. "It is also good for our customers
and employees who will benefit from the global resources and financial
strength of DuPont."
"The acquisition of ChemFirst provides a high growth electronic
technologies opportunity, while the chemical intermediates will add
attractive earnings from day one," said Dave Miller, vice president and
general manager - DuPont Electronic Technologies. "It expands the DuPont
presence in semiconductor fabrication materials and provides a platform for
growth. We intend to become a leading supplier in that industry through new
product offerings and technology. ChemFirst's products, market access and
technical service capability will allow us to accelerate this effort."
"We think that merging ChemFirst's electronic materials businesses
with DuPont will expand opportunities for our employees," said Jerry Coder,
president of ChemFirst EKC Technologies. "DuPont respects the
accomplishments of our organization and people, and the two companies have
complementary products and technologies."
The high-growth semiconductor fabrication materials businesses,
including EKC Technologies Inc. and ChemFirst Electronic Materials, fit the
DuPont strategy to grow in the electronics industry. ChemFirst's electronic
materials business segments will become a part of DuPont Electronic
Technologies in the DuPont Electronic & Communication Technologies growth
platform. ChemFirst's chemical intermediates unit (First Chemical Corp.)
will become a part of DuPont Chemical Solutions Enterprise in the DuPont
Safety & Protection growth platform.
The agreement must be approved by ChemFirst shareholders and is
subject to regulatory approval. J. Kelley Williams, CEO and chairman of
ChemFirst, has agreed to vote his shares representing more than eight
percent of ChemFirst's outstanding shares in favor of the acquisition. The
acquisition is expected to be completed in the fourth quarter of 2002.
During 2002, DuPont is celebrating its 200th year of scientific
achievement and innovation - providing products and services that improve
the lives of people everywhere. Based in Wilmington, Del., DuPont delivers
science-based solutions for markets that make a difference in people's
lives in food and nutrition; health care; apparel; home and construction;
electronics; and transportation.
Notice To Analysts and Media:
DuPont and ChemFirst will host an investor briefing on this acquisition
tomorrow, Wednesday, July 24, at 12 Noon EDT via teleconference. Please
call 1-973-582-2710 (no reservation number is required) by 11:45 a.m. EDT
to participate on the call. Media may participate in a listen only mode.
IMPORTANT: This acquisition briefing will directly follow the DuPont second
quarter earnings release conference call. Those who participate in the
DuPont earnings call may access the ChemFirst acquisition briefing simply
by staying on the line.
For those unable to participate in the acquisition briefing, a replay will
be available by calling 1-973-341-3080, passcode - 3398293.
A separate media conference call for both DuPont second quarter financial
results and the ChemFirst acquisition will be held at 12:45 p.m. EDT,
Wednesday, July 24, by calling 1-973-633-1010 and asking for reservation
#12440.
The live webcast will be accessible via the DuPont home page,
www.dupont.com. An online archive of the call will be available on the
DuPont Investor site following the broadcast (www.dupont.com/corp/ir).
Forward-Looking Statements:
This news release contains forward-looking statements based on management's
current expectations, estimates and projections. All statements that
address expectations or projections about the future, including statements
about the company's strategy for growth, product development, market
position, expected expenditures and financial results are forward-looking
statements. Some of the forward-looking statements may be identified by
words like "expects," "anticipates," "plans," "intends," "projects,"
"indicates," and similar expressions. These statements are not guarantees
of future performance and involve a number of risks, uncertainties and
assumptions. Many factors, including those discussed more fully elsewhere
in this release and in documents filed with the Securities and Exchange
Commission by DuPont, particularly its latest annual report on Form 10-K
and quarterly report on Form 10-Q, as well as others, could cause results
to differ materially from those stated. These factors include, but are not
limited to changes in the laws, regulations, policies and economic
conditions, including inflation, interest and foreign currency exchange
rates, of countries in which the company does business; competitive
pressures; successful integration of structural changes, including
restructuring plans, acquisitions, divestitures and alliances; cost of raw
materials, research and development of new products, including regulatory
approval and market acceptance; and seasonality of sales of agricultural
products.
ChemFirst, Inc., will file a proxy statement and other documents
regarding the proposed merger described in this press release with the U.S.
Securities and Exchange Commission (SEC). Investors and security holders
are urged to read the proxy statement when it becomes available, because it
will contain important information about ChemFirst, the proposed
transaction and related matters. A definitive proxy statement will be sent
to security holders of ChemFirst seeking their approval of the transaction.
Investors and security holders may obtain a free copy of the definitive
proxy statement (when available) and other documents filed by ChemFirst and
DuPont with the SEC at the SEC's web site at www.sec.gov.
ChemFirst, DuPont and their respective directors, executive
officers and certain members of management and other employees may be
deemed to be participants in the solicitation of proxies of ChemFirst
shareholders to approve the proposed merger. Such individuals may have
interests in the merger, including as a result of holding options or shares
of ChemFirst stock. A detailed list of the names, affiliations and
interests of the participants in the solicitation will be contained in the
proxy statement that will be filed by ChemFirst with the SEC.
The definitive proxy statement (when available) and other related
SEC documents may also be obtained free of cost by directing a request to
the following investor relations contacts:
Ann K. M. Gualtieri
DuPont Vice President
Investor Relations
(302) 774-0583
James L. McArthur
Secretary, Manager, Investor Relations
ChemFirst, Inc.
(601) 949-0213