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Polypore International, Inc.
(Name of Registrant as Specified In Its Charter)
Asahi Kasei Corporation
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On February 23, 2015, Asahi Kasei Corporation published the following investor presentation:
 Asahi Kasei Agrees to Acquire Polypore Acquisition Expands Battery Separator Operations in the Field of the Environment & Energy Asahi Kasei Corporation February 23 2015 |
 2 1. Positioning within our Mid-Term Management Initiative 3. Overview of Polypore Battery Separator Business 4. Significance of this Acquisition for Asahi Kasei 5. Transaction Overview, Financial Impact 2. Overview of Polypore and the Acquisition Process |
 Megatrends Group Mission and Values Creating for Tomorrow – the Asahi Kasei Group is creating new things for the future based on the perspectives of “living in health and comfort” and “harmony with the natural environment.” 1. Business Strategy 2. Reformation of corporate systems Promotion of “one AK” management 1. Global business expansion 2. Creation of new businesses 3. Mission, values, and vision 4. Human resource policies 5. Management control, resource allocation Pursuit of growth 1. Expansion of world-leading businesses 2. Creation of new value for society 2) Residential living-related 3) Health care-related Basic Strategy Position within “For Tomorrow 2015” Streamlining project for improved profit structure 3 1) Environment/energy-related Promotion of businesses based on “living in health and comfort” and “harmony with the natural environment” |
 Strategic investment for growth Investment in existing businesses JPY550 billion Concept for JPY1 trillion of investment during “For Tomorrow 2015” (total for 5 years) Further growth (new operations, M&A) JPY250 billion FY 2014 budget (decision-adopted basis) approx. JPY120 billion 4 JPY450 billion Decisions adopted in FY 2011–FY 2013 Decisions adopted in FY 2011 Decisions adopted in FY 2012 Decisions adopted in FY 2013 4 • Acquisition of Crystal IS • Acquisition of ZOLL • Establishment of joint venture for lithium ion capacitors (LICs) • Construction of initial production plant for UV LEDs Total approx. JPY200 billion • Capacity increase for S-SBR in Singapore • Capacity increase for acetonitrile in Korea • Capacity increase for insulation panels • Research complex for pharmaceuticals • Acquisition of sales rights for overactive bladder therapeutic drug • Capacity increase for Bemberg • Overseas expansion of Hipore • Acquisition of full ownership of Tenac JV in China • Capacity increase for polycarbonate diol (new plant in China) • Overseas expansion of Hipore • Capacity increase for spunbond in Thailand • New plant for plastic compounds under construction in US (South) FY 2011 FY 2012 FY 2013 FY 2014 plan Non-linear growth measures (FY 2011– FY 2013) |
 Hipore lithium-ion battery separator Basic strategy • Expansion in mobile applications • Capturing demand in automotive applications Mobile applications Further growth in separator market through proactive launch of new products and expansion of production capacity Automotive applications Growth in rapid-growing automotive applications, utilizing technical strength and customer service capability established in mobile applications Technological development • Development of high-function membranes suited to various customer needs • Utilizing technology to produce lower cost separator Production Moriyama: production of high-function membranes, “mother factory” for production technology innovation Hyuga: capacity expansion as high-volume production site Overseas: reinforcement of processing functions in Korea and China Marketing 1. Mobile applications • Reinforcement of local sales functions in key markets 2. Automotive applications • Proactive establishment of supply to LIB producers for automotive applications (million m 2 ) Global demand forecast for LIB separator (Asahi Kasei estimate) Growing market in automotive applications Mobile applications Automotive applications 5 Proactive expansion in line with market growth |
 2. Overview of Polypore and the Acquisition Process 3. Overview of Polypore Battery Separator Business 4. Significance of this Acquisition for Asahi Kasei 5. Transaction Overview, Financial Impact 1. Positioning within our Mid-Term Management Initiative |
 Company name Polypore International, Inc. (Polypore) (NYSE: PPO) Establishment 1966 Business sites Headquarters: Charlotte, North Carolina Plants: United States, Germany, France, India, Thailand, China, Korea CEO Robert B. Toth Business overview Develops, manufactures, and sells polymer membranes Sales $636 million (in 2013) Number of employees Around 2,400 (As of December 28, 2013) Business segments Polypore International, Inc. Profile 7 Energy Storage Segment Separations Media Segment |
 Applications • • • • Polypore International, Inc. Sales: $636 million EBITDA: $166 million Energy Storage Segment Sales: $442 million EBITDA: $116 million Separations Media Segment Electronics & EDVs Sales: $130 million Transportation & Industrial Sales: $312 million Healthcare Industrial & Specialty Applications • • • Applications • • Applications • • • • • • Polypore’s Business Overview 8 * Polypore results for 2013 Mobile electronics Power tools Eco-friendly vehicles Energy storage systems Automobiles, trucks, and buses Forklifts Backup power Hemodialysis Plasmapheresis Gasification and degasification Water treatment Microelectronics Pharmaceuticals Food and beverages Liquid filtration |
 9 Acquisition Scheme Polypore to sell its healthcare and industrial membranes businesses to 3M Step 1 Separations Media Business Subsidiaries Energy Storage Segment Separations Media Segment Asahi Kasei to acquire all Polypore shares U.S. subsidiary Energy Storage Business Step 2 Asahi Kasei to pay around $2.2billion to purchase Polypore’s battery separator business |
 Company name 3M Company (3M) (NYSE: MMM) Establishment 1902 Business sites Headquarters: Saint Paul, Minnesota CEO Inge G. Thulin Business overview Electronics, telecommunications, industrial, consumer and office, health care and safety Sales $31.8 billion (2014) Number of employees Around 88,700 (as of December 31, 2013) 3M Company Profile 10 |
 2. Overview of Polypore and the Acquisition Process 4. Significance of this Acquisition for Asahi Kasei 5. Transaction Overview, Financial Impact 1. Positioning within our Mid-Term Management Initiative 3. Overview of Polypore Battery Separator Business |
 Consumer electronics (compact storage batteries) Portable devices Including laptop PCs, tablets, and audio players Mobile communication devices Cellphones and smartphones Appliances and tools (storage batteries) Vacuum cleaners and other appliances Electric bicycles Lawnmowers and gardening tools Automotive Storage batteries for eco-friendly vehicles Hybrid, plug-in hybrid, and electric vehicles Energy storage systems Grid management Backup power 12 Celgard’s Business Overview Massive growth potential Market overview Notes Manufacturer of separators for lithium-ion batteries, leveraging advanced technologies Has strong footing in dry-process separators Focusing on eco-friendly vehicles with high growth potential Greater demand for hybrid and electric vehicles in response to tighter emissions controls and fuel efficiency requirements Increasing motorization, particularly in emerging countries |
 13 Daramic’s Business Overview Market environment Notes Has firm footing in lead-acid battery separator market Strong supply capability through broad product lineup and global operations Million units Global Vehicles in Use/Parc 1994–2019 CAGR = 6% Replacement demand accounts for 80%* of automotive battery sales Ongoing battery replacement revenues *Polypore estimates (source: BMI) 0 250 500 750 1,000 1,250 1,500 1994 1999 2004 2009 2014 E 2019 E |
 2. Overview of Polypore and the Acquisition Process 3. Overview of Polypore Battery Separator Business 5. Transaction Overview, Financial Impact 1. Positioning within our Mid-Term Management Initiative 4. Significance of this Acquisition for Asahi Kasei |
 15 Synergy in marketing Synergy in R&D and manufacturing technology Significance of Acquisition for Asahi Kasei Synergy in human talent Materialize growth strategies in highly promising battery separator field |
 16 Accelerating Strategic Growth Through Synergy Between Both Companies’ Strengths Daramic’s operations Asahi Kasei’s Hipore Manufacturing and R&D sites: Celgard’s operations |
 2. Overview of Polypore and the Acquisition Process 3. Overview of Polypore Battery Separator Business 4. Significance of this Acquisition for Asahi Kasei 1. Positioning within our Mid-Term Management Initiative 5. Transaction Overview, Financial Impact |
 Acquisition cost Funding approach Asahi Kasei would draw on its cash reserves and new bridge loans, looking thereafter to procure funds to optimize its financial structure Financial impact Goodwill, intangible assets, and other details are to be announced when they have been determined The debt-to-equity ratio is estimated to increase to around 0.6 from the ratio of 0.3 as of end of Q3 2014 Shareholder returns Will continue to seek shareholder returns commensurate with business results and seek a payout ratio of approximately 30% by continuing to invest in growth fields including the environment & energy Process requirements through acquisition completion Notify pertinent national competition law authorities Polypore shareholder meeting Obtain approvals from pertinent national competition law authorities and regulators Closing Transaction Overview, Financial Impact 18 $60.50 per share • Representing a 28.4% premium to the one-month average price of shares through February 20, 2015 • Battery separator business purchase price of some $2.2 billion |
 19 Creating for Tomorrow The commitment of the Asahi Kasei Group: To do all that we can in every era to help the people of the world make the most of life and attain fulfillment in living. Since our founding, we have always been deeply committed to contributing to the development of society, boldly anticipating the emergence of new needs. This is what we mean by “Creating for Tomorrow.” |
 Additional Information and Where to Find it Polypore intends to file with the SEC a proxy statement in connection with the contemplated transactions. The definitive proxy statement will be sent or given to Polypore stockholders and will contain important information about the contemplated transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE. Investors and security holders may obtain a free copy of the proxy statement (when it is available) and other documents filed with the SEC at the SEC’s website at www.sec.gov. Certain Information Concerning Participants Polypore and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Polypore investors and security holders in connection with the contemplated transactions. Information about Polypore’s directors and executive officers is set forth in its proxy statement for its 2014 Annual Meeting of Stockholders and its most recent annual report on Form 10-K. These documents may be obtained for free at the SEC’s website at (www.sec.gov). Additional information regarding the interests of participants in the solicitation of proxies in connection with the contemplated transactions will be included in the proxy statement that Polypore intends to file with the SEC. 20 This presentation contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Asahi Kasei, 3M, and Polypore have identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this release include without limitation statements regarding the expected timing of the completion of the transactions described in this press release, Asahi Kasei’s operation of the Polypore business following completion of the contemplated transactions, and statements regarding the future operation, direction and success of Polypore’s businesses. Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the contemplated transactions; uncertainties as to the approval of Polypore’s stockholders required in connection with the contemplated transactions; the possibility that a competing proposal will be made; the possibility that the closing conditions to the contemplated transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval; the effects of disruption caused by the announcement of the contemplated transactions making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder litigation in connection with the contemplated transactions may affect the timing or occurrence of the contemplated transactions or result in significant costs of defense, indemnification and liability; other business effects, including the effects of industry, economic or political conditions outside of the control of the parties to the contemplated transactions; transactions costs; actual or contingent liabilities; and other risks and uncertainties discussed in Polypore’ filings with the U.S. Securities and Exchange Commission (the “SEC”), including the “Risk Factors” sections of Polypore’s most recent annual report on Form 10-K. You can obtain copies of Polypore’s filings with the SEC for free at the SEC’s website (www.sec.gov). Neither Asahi Kasei nor Polypore nor 3M undertakes any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this announcement are qualified in their entirety by this cautionary statement. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS |