Solvay will pay Cytec shareholders $75.25 a share in cash, or 28.9% more than the target's Tuesday closing price in New York. On Wednesday morning in Brussels, Solvay shares were up 3.1% at €128 on the Euronext exchange, for a market value of around €10.8 billion ($11.9 billion). Cytec has a market capitalization of $4.17 billion.
The price amounts to 14.7 times estimated 2015 EBITDA without savings and benefits, and 11.7 times EBITDA when accounting for €100 million in annual pretax benefits expected within three years. Solvay expects the deal to boost adjusted earnings per share after the first year.
Solvay's first big-ticket acquisition in years will make it the world's second-largest player in the fast-growing aerospace composite materials market, where Cytec provides long-life, lightweight and corrosion-resistant thermoplastics for Lockheed Martin (LMT) - Get Report and Airbus planes. The acquisition will also boost the buyer's profile in advanced materials, with a major push into composites for the automotive sector.
Cytec, which generated $2 billion in 2014 sales and employs 4,600 people worldwide, sources almost half its sales from North America, nearly a third from Europe, the Middle East and Africa, and the rest from the Asia Pacific region and Latin America. Besides automotive and aerospace materials, it makes specialty chemicals used for mining-separation processes.
In a statement, Solvay CEO Jean-Pierre Clamadieu called the proposed transaction "a major step change in Solvay's portfolio upgrade."
Shane Fleming, his counterpart at Cytec, added that Solvay's "strategic focus is perfectly aligned with our businesses, while the technology synergies with their specialty polymers and formulations expertise should accelerate our growth."
Analyst Bernard Hanssens of Bank Degroof in Brussels wrote that while the deal valuations aren't cheap, they are "still reasonable post-savings and taking into account the transformational nature of this deal that should trigger to a re-rating of Solvay." He reiterated his accumulate rating on Solvay shares but raised his target price to €145 from a previous target of €135.
The deal requires a majority vote by the target's shareholders and is subject to regulatory approvals.
Solvay said it already has committed bridge financing for the purchase, which it plans to fund with a €1.5 billion rights issue that needs shareholder approval, as well as €1 billion in additional hybrid instruments and a senior debt issuance.
The board of Euronext-listed Solvac, Solvay's main shareholder, backs the transaction and plans to vote in favor of the capital increase. It expects to keep its Solvay stake at 30%. About 80% of Solvac's capital is held by the families of Solvay's founders.
Solvay traces its roots back to 1863, two years after Brussels-born chemist and philanthropist Ernest Solvay and relatives including brother Alfred pioneered a process for making soda ash from brine and limestone.
The deal is due to close in the fourth quarter.