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Brussels April 23, 2002

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to be a less cyclical company in the current economic uncertainty ... agreed price of EUR 1.3 bn (for debt free company) Resulting from : a thorough due diligence ... – PowerPoint PPT presentation

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Title: Brussels April 23, 2002


1
  • LOOKING AT SOLVAY DIFFERENTLY
  • STRATEGIC STRENGTH to be a less cyclical
    company in the current economic uncertainty
  • FLUORINATED SPECIALTIES ACQUISITION OF AUSIMONT
  • approved by the EU
  • subject to US regulatory approval
  • Brussels - April 23, 2002
  • Analysts and Investors Meeting

2
  • Acquisition of Ausimont boosting high value
    fluorinated activities
  • approved by the EU
  • subject to US regulatory approval
  • Mr. B. de Laguiche,Head of Corporate Planning

3
ACQUISITION PROCESS OF AUSIMONT where are we now ?
  • Agreement signed with Montedison in December 21,
    2001
  • Antitrust Clearance
  • the EU Commission approved on April 9, 2002
  • the US FTC expected soon
  • 3 compulsory divestments (in the next 180 days
    after closing)
  • Ausimont hydrogen peroxide at Bussi (Italy)
  • Ausimont perborates at Bussi (Italy)
  • Solvay PVDF / VF2 activities carried on from
    Decatur, Alabama (USA)
  • Integrity of Ausimonts activities in fluorinated
    products is preserved
  • Financing
  • Available cash EUR 500 M
  • EUR 800 M structured financing
  • Closing expected soon after the FTC approval

4
ANTI-TRUST CLEARANCES
  • Remedies approved by EU
  • and submitted to the US authorities
  • (to be realized in the next 180 days after
    closing)
  • Hydrogen peroxide at Bussi (Italy)
  • Perborates at Bussi (Italy) (already in JV with
    Degussa)
  • Solvay PVDF and VF2 activities carried on from
    Decatur, Alabama (USA)
  • Sales of aboutEUR 74 M in 2001
  • Negligeable impact on EBIT (positivein the
    short term)
  • several potential buyers

5
VALUATIONagreed price of EUR 1.3 bn (for debt
free company)
  • Resulting from
  • a thorough due diligence(incl. involvement of
    internal experts and external consultants, )
  • a conservative business plan taking into account
  • the effects of current economic slowdown
  • synergies
  • tax shield

6
FINANCING
  • To be financed with
  • the Groups available cash EUR 500 M
  • a structured funding from a syndicate of banks
    EUR 800 M
  • cash-in in advance the proceeds to be paid by
    BP if Solvay were to exercise its put option on
    its interest in the BP Solvay Polyethylene joint
    ventures (Europe and USA)

7
OVERVIEW of AUSIMONT
  • Worldwide operations
  • headquarters and research center in Italy (Milan)
  • 7 production sites (Italy (4), USA (2) and
    Germany)
  • About 2000 people (incl. 250 people in RD)
  • 2001 sales EUR 566 M2001 EBITDA EUR
    160 M
  • Mostly Fluorospecialties fluoroderivatives,
    fluorofluids, fluoropolymers fluoroelastomers

? EBITDA margin 28 in 2001
Focus on Specialties
8
WORLDWIDE PRESENCE OF AUSIMONT
  • GERMANY
  • Bitterfeld
  • headcount 61
  • production (H2O2)

UNITED STATES
ITALY
  • PORTO MARGHERA
  • headcount 184
  • production (fluoroderivatives)
  • Milan / Bollate
  • headcount 346
  • headquarter
  • RD
  • ORANGE TX
  • headcount 58
  • fluoropolymers (PTFE, ECTFE)
  • SPINETTA
  • MARENGO
  • headcount 627
  • production (Fluoroderivatives Fluoropolymers
  • Fluorofluids Fluoroelastomers)
  • THOROFARE NJ
  • headcount 148
  • 142 b feedstock for PVDF
  • fluoropolymers (PVDF,
  • VF2)
  • fluoroelastomers (under construction)

Marshalltown Belle Mead
  • BUSSI
  • headcount 440
  • production (oxygenated specialties, base
    chemicals)

9
AUSIMONTs SALES BY REGION
2000 sales EUR 580 M
EUROPE 50
NAFTA 32
FAR EAST 15
RoW 3
2001 not yet available
10
OVERVIEW OF SOLVAYS FLUORINATED BUSINESS
  • FLUORODERIVATIVES
  • 5 production sites (Germany, Spain, France,USA,
    Mexico) mine in Namibia (fluorspar - raw
    material)
  • main RD center in Germany and Belgium
  • about 1000 people
  • 2001 sales EUR 344 M2001 EBITDA EUR 62 M
  • N4 world, N2 Europe
  • FLUOROPOLYMERS
  • 2 production sites (France and USA)main RD
    center in Belgium
  • about 120 people
  • 2001 sales EUR 77 M2001 EBITDA EUR 24 M
  • among the world leaders in PVDF

? EBITDA margin18 in 2001
? EBITDA margin 20 in 2001
? EBITDA margin31 in 2001
11
ACQUISITION OF AUSIMONT
complementarity with Solvay ? unique integrated
value chain
FROM RAW MATERIAL TO THE MARKETING OF
SOPHISTICATED FLUOROPRODUCTS
Hydrogen Fluoride
CHEMICALS FEEDSTOCK
Fluoroderivatives
fluorspar
Fluids
Marketing Distribution
Fluoropolymers
MONOMERS
Elastomers
Synergies across the Supply Chain, marketing and
general administration
  • Complementarity of product portfolios
  • First-class expertise in monomers
  • Excellent integrated RD in fluorine chemistry
    and technologies
  • product development
  • process development
  • Large scale plant and global competitive position

High barrier to entry Solvay Ausimont key
strengths
12
COMPLEMENTARITY OF PRODUCT PORTFOLIOS
Fluorspar
HF
Fluorcarbons Feedstocks,Inorganics
Intermediates
Fluoromaterials
Monomers
Fluorofluids
Other monomers
Refrigerant
MFA / PFA
TFE
HCFC 22
Semiconductors Telecommunications Wire and
cable Aerospace Automotive Construction Chemical/
Pharmaceutical Oil/gas industry
Foam blowing agent

HCFC 142b
PTFE
Foam blowing agent
HCFC 141 b
PVDF non-coating
Refrigerant
PVDF coating
HCFC 123
Pharma and agrochemicals
CF3
ECTFE
Pharma and firefighting
HFC 227
Elastomers
Refrigerant
HFC 143a
Refrigerant
HFC 134a
Refrigerant
HFC 125
Foam blowing agent
HFC 365 mfc
Solvay existing range
Electrical switch gear
SF 6
New from Ausimont
Etching Aluminium brazing
Inorganic specialties
(1) After completion of the current deal
13
COMPLEMENTARITY OF PRODUCT PORTFOLIOS
  • Growing business
  • Complementarity to Solvays existing products
    (e.g. elastomers in automotive)
  • New business (fluids elastomers)
  • Improved geographical split
  • Access to new technologies and monomers for
    future product developments
  • Strong position and cost competitive advantages
  • Innovative business developments (e.g.
    industrialization of HFC 365mfc in France,
    Nokolok in automotive)

Cumulated Sales in M EUR
estimates
14
IN FLUOROPOLYMERS/MATERIALSN2 in the world
GLOBAL COMPETITIVE POSITION
Capacity 000 T/y (2000)
45
N2
26
23
18
15
14
9
8
1
0.7
0.3
Central Glass
Solvay/ Ausimont
Allied Signal
Dupont
Daikin
Dyneon
Atofina
Solvay
Kureha
Ausimont
Asahi
Source Solvays estimates
15
SOLVAY FLUORINATED BUSINESSAFTER THE ACQUISITION
  • Proforma 2001 Sales of EUR 860 million
  • Proforma 2001 EBITDA margin of 27 (20 before
    the acquisition of Ausimont)
  • About 2,700 employees
  • N1 in fluoroderivatives / fluids N2 in
    fluoropolymers (incl. elastomers)
  • unique integrated supply chain from fluorspar in
    Namibia to marketing of sophisticated fluorinated
    products

16
IMPACT OF THE ACQUISTION OF AUSIMONT ON SOLVAY
GROUP
  • high rated margin activities (fluorinated
    products)
  • ? cyclicality and results sensitivity to economic
    evolution

17
Visit our Internet site specifically designed for
Investors www.solvay-investors.com and become
member of our Shareholders Club
18
FORWARD LOOKING STATEMENT
To the extent that any statements made in this
presentation contain information that is not
historical, these statements are essentially
forward-looking. The achievement of
forward-looking statements contained in this
presentation is subject to risks and
uncertainties because of a number of factors,
including general economic factors, interest rate
and foreign currency exchange rate fluctuations
changing market conditions, product competition,
the nature of product development, impact of
acquisitions and divestitures, restructurings,
products withdrawals regulatory approval
processes and other unusual items. Consequently,
actual results may differ materially from those
expressed or implied by such forward-looking
statements. Forward-looking statements can be
identified by the use of words such as "expects,"
"plans," "will," "believes," "may," "could"
"estimates," "intends", "targets", "objectives",
"potential", and other words of similar meaning.
Should known or unknown risks or uncertainties
materialize, or should our assumptions prove
inaccurate, actual results could vary materially
from those anticipated. The Company undertakes no
obligation to publicly update any forward-looking
statements"
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