On June 14, 2013, certain indirect subsidiaries (collectively, “Rockwood”) of Rockwood Holdings, Inc. (“Company”), entered into a Sale and Purchase Agreement (“Sale and Purchase Agreement”) with Dido Achte Vermögensverwaltungs-GmbH (“Dido”), a German limited liability company and affiliated with Cinven, a European private equity firm, pursuant to which Dido will acquire the Company’s advanced ceramics business (the “Business”) for €1.49 billion ($1.98 billion based on the exchange rate of €1.00=$1.33) in cash, subject to customary adjustments.
The Business manufactures advanced ceramics materials and products for the medical, electronics, industrial and automotive industries and medical, cutting tool and mechanical applications and other uses.
The closing of the transaction is expected to occur in the third quarter of 2013, subject to the satisfaction or waiver of customary closing conditions and regulatory approvals, including the European Union Competition Clearing Authority. If the agreement is terminated in certain circumstances, Dido would be required to pay Rockwood a fee of €30 million.
The foregoing description of the Sale and Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Sale and Purchase Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 16, 2013, the Company issued a press release announcing the signing of the Sale and Purchase Agreement. A copy of the press release announcing the transaction is furnished as Exhibit 99.1 of this report and incorporated herein by reference.
