Cytec Industries 8-K Entry into a Material Definitive Agreement

Cytec Acquisition Overview

April 2012

Exhibit 99.3

2

Forward Looking Statement

During the course of this meeting we may make forward-looking statements. All

statements that address expectations or projections about the future are forward-

looking statements.

Some of these statements include words such as “expects”, “anticipates,”

“plans,”

“intends,”

“projects,”

and “outlook.”

Although they reflect our current

expectations, these statements are not guarantees of future performance because

they involve a number of risks, uncertainties, and assumptions.

We recommend that you review Cytec’s SEC filings for a discussion of some of the

factors which could cause actual results to differ materially from its expectations

and projections. This and other Cytec information may be accessed at

www.cytec.com.

Strategic Overview 

3

Creating Value for Our Shareholders

Cytec to Acquire Advanced Composite Materials Company Umeco plc

•

Positions Cytec with an industry-leading portfolio of    

advanced composites

•

Quickly establishes critical size in industrial applications

•

Another major step in our portfolio transformation

Immediately Accretive to Cytec Earnings Per Share

Transaction Overview

4

Expected to close in the third quarter 2012

Cytec Industries Inc. announced its firm intention to acquire all

of the outstanding shares of Umeco plc

Valued at approximately $439 million (£274 million based on a 1.60 exchange

All Cash Transaction

rate)

Structured as a “scheme of arrangement”

under English law

Cytec expects to finance the acquisition from cash on hand (we drew down

$210M on our revolver shortly before the announcement to satisfy

UK offer rules)

Year One Targeted Synergies: Approximately $15M related to raw materials,

administrative headcount, and increasing aerospace revenue from available

capacity

Future Synergies: Anticipated over time throughout the integration process

Umeco Overview

•

Global provider of advanced composite materials, primarily for industrial

and aerospace applications

•

Founded in 1917 and headquartered in the U.K. 

•

Structural Materials

business focuses on development, manufacture and

supply of advanced composite materials

•

Process Materials

business focuses on development, manufacture and

supply of specialty vacuum bagging materials for the composites industry

•

Fiscal 2011 Revenues: $332 million (£207.4 million); reported 6 months

2012 Revenues of $169 million (£105.7 million)

•

Employees: Approximately 1000 worldwide

5

Serving the Global Industrial & Aerospace

Composite Industry

Why it’s such a good fit

6

•

Umeco greatly improves Cytec’s presence in high performance industrial segment

o

Dedicated supply chain well-tailored to the customer needs

o

Application development capabilities enabling quick, effective response

o

Tremendous potential for significant value creation in applications such as Automotive

•

Process Materials business expands our product offering to

the composite

industry

•

Leverages  Cytec’s technological leadership position in composites

•

Expands Cytec’s position in aerospace sector

•

Consistent with strategy to focus on profitable and growing segments

Acquisition of Umeco will allow Cytec to further

enhance and leverage its position as a technology

leader in advanced composites

Engineered Materials Acquisition History

7

This

Transaction

Builds

on

a

Proven

Formula

of

Success

Global

Leadership

Build

From

Organic

and

Acquisition-Based Growth

E M D

Fothergill

NARMCO

Organization and Management

Upon completion, Cytec will operate Engineered Materials as two reportable

segments focusing on Aerospace and Industrial Applications

Aerospace Business

Management

Aerospace Sales &

Commercial Director

Aerospace MFG

Director

Aerospace BU

Functional Support

HPIM BU Functional

Support

HPIM MFG Director

HPIM Sales &

Commercial Director

HPIM business

Management

2011 Pro-Forma Sales M$1,145

Advanced Material Segments –

Post Umeco

Shared Advanced Materials R&D Director

Corporate Services & Shared Services

Aerospace

$815

HPIM

$330

~

~

Roadmap to Completion

Timetable to Closing

•

Subject to the approval of Umeco shareholders as well as other customary

conditions, including approvals from relevant regulatory authorities and by the UK

High Court

o

Requires approval of a majority in a number of Umeco shareholders voting,

who hold 75% or more of the Umeco shares voted

•

Both

companies’

boards

of

directors

have

unanimously

approved

the

transaction

•

Commitment

representing

30%

of

the

outstanding

shares

from

the

3

largest

shareholders

•

Expected to close in the third quarter of 2012

9

Cytec Corporate Update

•

Announced strong start to 2012

•

Continuing to make progress in evaluation of separation alternatives for

Coating

Resins;

decision

will

be

announced

in

Q2

with

goal

of

completing

separation by year-end

•

Recently

announced

purchase

of

manufacturing

capacity

in

India

for

In

Process

Separation

segment

•

Continuing to be disciplined in uses of cash:

o

Funding

ongoing

capacity

expansions

in

Engineered

Materials

and

In

Process

Separation

o

Continuing to pursue  bolt-on strategic acquisitions that strengthen core

growth platforms

o

Pay down debt

o

Return of excess cash to shareholders through stock buyback and dividends

10

Recap

11

Creating Value for Our Shareholders

Cytec to Acquire Advanced Composite Materials Company Umeco plc

•

Positions Cytec with an industry-leading portfolio of

advanced composites

•

Quickly establishes critical size in industrial applications

•

Another major step in our portfolio transformation

Builds on Cytec’s Leadership Position in Advanced

Composites

CYT: NYSE