Asahi Kasei Corporation has entered into a definitive merger agreement to acquire Polypore International, a manufacturer of microporous membranes, which currently has two business segments: Energy Storage and Separations Media.
In conjunction with this transaction, Polypore has also entered into a definitive asset purchase agreement to sell the assets and liabilities related to the Separations Media segment to 3M Company (NYSE:MMM, hereinafter: “3M”) for cash consideration of approximately USD 1.0 billion
Asahi Kasei, through a US subsidiary, will acquire all of the outstanding shares of Polypore’s common stock for USD 60.50 per share in the form of a cash merger, which would occur immediately after the closing of the sale of the Separations Media segment to 3M. As a result of these transactions, Asahi Kasei will acquire Polypore’s Energy Storage business for total net consideration of approximately USD 2.2 billion. The transactions have been approved by the Boards of Directors of Asahi Kasei, 3M, and Polypore, and are subject to customary conditions, including approval of Polypore’s shareholders and receipt of applicable regulatory clearances.
The transaction is consistent with Asahi Kasei’s medium-term strategic management initiative, “For Tomorrow 2015,” which is focused on providing new value for society by enabling “living in health and comfort” and “harmony with the natural environment.” To realize this vision, Asahi Kasei has identified Environment & Energy, Residential Living, and Health Care as three areas of strategic focus to leverage its existing technological and business competencies for expansion and growth that creates new value.
The Energy & Environment focus area will require significant growth and innovation given the global challenge to develop more sophisticated energy storage material solutions, especially in automotive applications, against a backdrop of increasing motorisation in emerging countries and heightening worldwide demand for eco-friendly cars such as electric vehicles and hybrid electric vehicles. Further growth is expected from the increasing need for high-performance stationary energy storage systems to enable more efficient utilisation of renewable energy.
Polypore is a compelling fit with Asahi Kasei’s electronic materials business, led by Asahi Kasei’s HiporeTM lithium-ion battery (“LIB”) separator with applications in energy storage for both consumer electronics and automotive applications.
Polypore has established an excellent global platform for its LIB separator business, with production plants in the U.S., South Korea, and China, and products that complement Asahi Kasei’s strategies and objectives. The combination of the LIB separator businesses of the two companies will enable the further development of more sophisticated products, which will contribute to the advancement of LIB technology and performance and lead to accelerated growth and value creation. Furthermore, the addition of Polypore’s lead-acid battery separator business, which has production plants in the U.S., Thailand, France, Germany, India, and China, will reinforce Asahi Kasei’s energy storage material businesses as a comprehensive supplier of a wide range of materials that meet diverse energy solution needs.
Toshio Asano, President & Representative Director of Asahi Kasei, says: “We are very excited to be joining forces with Polypore, an esteemed player in energy storage. The Environment & Energy is an area of strategic focus for us as we expand and grow, creating new value for the future. We look forward to combining our respective strengths in battery separator technology, achieving new innovations that contribute to solutions to the world’s environmental and energy challenges.”
Robert B Toth, Chief Executive Officer of Polypore, says: “We are delighted to be announcing these transactions today. Both Asahi Kasei and 3M have highly recognised technology in their respective fields, and the combination of our Energy Storage business with Asahi Kasei and our Separations Media business with 3M are excellent strategic fits, which we believe create value for our people, customers and shareholders. When you combine our technology, process capabilities and material science expertise with their technology, global reach and broader resources, there’s a great opportunity to accelerate growth going forward.”
Mitsubishi UFJ Morgan Stanley Securities Co, Ltd. is acting as financial advisor to Asahi Kasei, and Cleary Gottlieb Steen & Hamilton LLP is acting as Asahi Kasei’s legal counsel. Bank of America Merrill Lynch acted as financial advisor to Polypore and Jones Day acted as legal advisor to Polypore.
