Exhibit 99.2
ChiRex,
A growth accelerator
for Rhodia
[GRAPHIC]
[LOGO OF RHODIA]
"ChiRex Inc." ("ChiRex") stockholders are advised to read the tender offer
statement regarding the acquisition of ChiRex, referenced in the following
documents, which will be filed by Rhodia and Cousin Acquisition, Inc. with
the Securities and Exchange Commission (the "SEC") and the related
solicitation/recommendation statement which will be filed by ChiRex with the
SEC. The tender offer statement (including an offer to purchase, letter of
transmittal and related tender offer documents) and the
solicitation/recommendation statement will contain important information
which should be carefully read before any decision is made with respect to
the offer. These documents will be made available to all stockholders of
ChiRex, at no expense to them. These documents also will be available at no
charge at the SEC's website at www.SEC.GOV"
"The following documents include certain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current views and assumptions and
involve known and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those anticipated
by such statements. Factors which could cause such differences in actual
results include, among others (i) the risk that the Rhodia and the ChiRex
businesses will not be integrated successfully, (ii) changes in the
competitive and regulatory framework in which Rhodia and ChiRex operate, and
(iii) general competitive and market factors on a global, regional and/or
national basis"
[LOGO OF RHODIA]
July 24, 2000 2
ChiRex, a further step forward
1998 - 1999
Competitiveness
2000
Growth
[LOGO OF RHODIA]
July 24, 2000 3
With ChiRex, Rhodia will offer the most innovative and advanced platform of
technology services to the pharmaceutical industry on a global basis.
[LOGO OF RHODIA]
July 24, 2000 4
A recommended cash offer
Acquisition Price $31.25
per Share of Equity
- ---------------------------------------------------------
Aggregate Purchase Price $510 million
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Total Transaction Value $545 million
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Transaction Structure All-cash tender offer
to be launched
before August 7, 2000
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Expected Closing Early September, 2000
of the Offer
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[LOGO OF RHODIA]
July 24, 2000 5
ChiRex, a growth accelerator
. Bolsters Rhodia's position in a fast growing market
. Provides access to new proprietary technologies
. Adds unique set of capabilities in fast growing contract research
and process development business
. Diversifies customer and product bases
. Gives immediate leadership position
. Offers substantial opportunity for both cost and revenue
synergies
. Earnings accretive as of 2002
[LOGO OF RHODIA]
July 24, 2000 6
1
ChiRex
A leader in pharmaceutical services
[LOGO OF RHODIA]
July 24, 2000 7
1 Pharmaceutical outsourcing is growing rapidly
TODAY 2005
+ 25% per year
Process research and
development services $250M 750M$
+ 12% per year
Manufacturing of $13B 23B$
drug substances
[LOGO OF RHODIA]
July 24, 2000 8
1 ChiRex, a leader in pharmaceutical services
. A very dynamic contract research business
. advanced patented team
. a range of breakthrough patented technologies
. close links with the best universities (MIT, Harvard,...)
. 4 cGMP process development facilities in UK and US
. A World Class Manufacturing system
. 2 cGMP manufacturing facilities in UK
[LOGO OF RHODIA]
July 24, 2000 9
1 ChiRex, a pure play in pharmaceutical services
Breakdown of estimated 2000 sales
[GRAPHIC]
Pharmacy 92%
Others 8%
. A unique positioning among competitors of this size
. A competitive advantage resulting from this focus
Source :ChiRex
[LOGO OF RHODIA]
July 24, 2000 10
1 A unique combination of research and manufacturing services
[GRAPHIC]
Contract research 22%
Manufacturing services 78%
. A built-in access to future manufacturing contracts
. A full range of services from pre-clinical to launch
Source : ChiRex
[LOGO OF RHODIA]
July 24, 2000 11
1 ChiRex, wordwide no. 1 in pharmaceutical contract research
1999 Market size : 250 M$
[GRAPHIC]
ChiRex 11%
Albany Molecular 8%
Pharm-Eco Labs 7%
MediChem Research 7%
Oxford Asymmetry 6%
Others 61%
Source : ChiRex
[LOGO OF RHODIA]
July 24, 2000 12
1 ChiRex, a track record of strong growth
[GRAPH]
Manufacturing Sales (M$)
CAGR + 23%
(E)
45 58 106 123 104
96 97 98 99 00
[GRAPH]
Development Sales (M$)
CAGR + 78%
(E)
3 11 14 24 30
96 97 98 99 00
[GRAPH]
EBITDA (M$)
CAGR 17%
(E)
17 18 26 47 32
96 97 98 99 00
(E) = ChiRex estimate
Source : ChiRex
[LOGO OF RHODIA]
July 24, 2000 13
2
Rhodia + ChiRex
A Powerful Combination
[LOGO OF RHODIA]
July 24, 2000 14
2 A powerful combination
Rhodia ChiRex
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. European base . North American base
R&D . Competencies in Fine . Competencies
chemicals and in Chiral Chemistry
biochemicals
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Strength in full-scale Strength in laboratory
Operations manufacturing development and pilot
plant manufacturing
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Geographic Continental Europe and Asia US and UK
Strength
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Customer Financial strength, Responsiveness to
Image long-term credibility customers,
technological strength
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cGMP
Capacity 120 m3 (in 1Q 2001) 810 m3
==========================================================================
[LOGO OF RHODIA]
July 24, 2000 15
2 A new benchmark in pharmaceutical services
Rhodia + ChiRex
[GRAPHIC]
Manufacturing Services
. DSM
. Lonza
. Cambrex
. Catalytica
. ...
Development and Research Services
. Albany Molecular
. Oxford Asymmetry
. ...
[LOGO OF RHODIA]
July 24, 2000 16
2 Customer focused offering throughout the life cycle
A unique product offering from the pre-clinical stage to product launch
[GRAPH]
Discovery
IND
NDA
Launch
Active Pharma Ingredients
================================
[LOGO OF RHODIA]
Contract Process Research and Development
Contract Manufacturing
[LOGO OF CHIREX]
[LOGO OF RHODIA]
July 24, 2000 17
2 A unique combination of proprietary technologies
. Targeted to the new generation of pharmaceuticals
. Recently patented
Chiral Epoxydation
Amino acid technology
Heterogenous catalysis
Enzymatic catalysis
Carboanions cryogenic chemistry
Biaryles
Chiral Dihydroxylation
Aromatic Bond-forming
Kinetic chiral resolution
Chiral Reduction
Chiral Hydrogenation
Soft Fluorination
[LOGO OF RHODIA]
July 24, 2000 18
2 ...A unique set of capabilities
. Top quality team in advanced research (MIT, Harvard, ...)
. World Class analytical competencies
. Leading process engineering expertise
. Outstanding industrialization and scale up ability
[LOGO OF RHODIA]
July 24, 2000 19
2 A strong commercial structure to serve the top customer panel
. Outstanding customer responsiveness
. Complementary commercial network (Europe-US-Japan)
. Expanded customer base
. 30 of the top 40 pharma companies
. Projects in all major therapeutic classes: CNS; cardio-vascular;
HIV; allergy; oncology
[LOGO OF RHODIA]
July 24, 2000 20
2 An ideal geographical footprint
. R&D centers close to pharma customers and universities
. 1000m3 cGMP manufacturing facilities concentrated in UK
[MAP]
[_] Annan, Scotland
[_] Dudley, England
[_] Holmes Chapel, England
( ) Dagenham, England
/\ Lyon, France
/\ Boston, Massachusetts (USA)
/\ Malvern, Pennsylvania (USA)
[_] Manufacturing and Development
( ) Manufacturing
/\ Development
[LOGO OF RHODIA]
July 24, 2000 21
2 A value creating integration process
[GRAPHIC]
ChiRex will host Rhodia's:
. pharmaceutical assets
. competencies
Capitalize on ChiRex responsiveness and high tech service culture
[LOGO OF RHODIA]
July 24, 2000 22
3
Financial impact
of the transaction
[LOGO OF RHODIA]
July 24, 2000 23
3 Multiples in line with the business quality
ChiRex
- --------------------------------------
2001 X EBITDA P/E
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Share:
$31.25 11 29
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- --------------------------------------
Development
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X EBITDA P/E
2001 2001
- --------------------------------------
Albany
Molecular 25.6 41.3
Oxford
Asymmetry 24.8 57.4
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- --------------------------------------
Manufacturing
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X EBITDA P/E
2001 2001
- --------------------------------------
Lonza 9.8 17.5
Cambrex 9.4 20
Catalytica 9.6 20.4
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[LOGO OF RHODIA]
July 24, 2000 24
3 Cost synergies: conservative timing
2002 (M$)
- ---------------------------------------------
Manufacturing 4
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S,G&A and corporate 7
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R&D 3
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TOTAL 14
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Hypothesis: No synergy assumed for 2001
[LOGO OF RHODIA]
July 24, 2000 25
3 Revenue synergies: incremental margin impact
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+ Combination of technologies
+ Enhanced scale up capabilities
+ Combination of customers
+ Available capacities
. Faster market penetration
. Additionnal revenues (M$):
2001 2002 2003 2004
---- ---- ---- ----
0 15 35 60
With average EBITDA margin: 30%
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[LOGO OF RHODIA]
July 24, 2000 26
3 Impact on balance sheet
1999
Before ProForma (1) After
Transaction in EuroM Transactions
5,300 Fixed Assets 5,830
Operating
910 working capital 950
Shareholders' Equity
2,460 (including minority interests) 2,460
1,110 Provisions 1,140
2,640 Net debt 3,180
(1) Including A&W acquisition
[LOGO OF RHODIA]
July 24, 2000 27
3 ChiRex, a real growth booster
Rhodia will offer the most innovative and advanced platform of technology
services to the pharmaceutical industry on a global basis.
[GRAPHIC]
. Speed up growth: 1% additional growth per year for the Rhodia group
globally
. Cultural shift towards technology services
. Improve quality of Rhodia's portfolio
. Accretive as of 2002
. Create value for shareholders
[LOGO OF RHODIA]
July 24, 2000 28
3 On track for medium-term objectives
Double
1999
Net Income
ROCE: 14%
EBITDA / Sales: 18%
Sales Growth:
2% above GDP
[LOGO OF RHODIA]
July 24, 2000 29
[LOGO OF RHODIA]