Rohm and Haas to Acquire LeaRonal
Rohm and Haas Co. and LeaRonal, Inc. of Freeport, NY, announced today that they have signed a merger agreement for Rohm and Haas to acquire all of the outstanding shares of LeaRonal, a maker of specialty chemicals for the electronics industry, for $34 per share. The value of the transaction is approximately $460 million. LeaRonal will be combined with Shipley Company, the cornerstone of Rohm and Haas's $400 million Electronic Materials business group. LeaRonal, which reported $242 million in fiscal 1998 sales, is a rapidly growing firm that develops and makes specialty chemical processes for the manufacture of printed circuit boards, semiconductor packaging and for electronic connector plating. LeaRonal also provides processes for metal- finishing applications. Under the merger agreement, Rohm and Haas soon will commence a cash tender offer for all the outstanding common shares of LeaRonal. Following the consummation of the tender offer, Rohm and Haas will acquire through a merger all shares not purchased in the tender offer at the same price.
``This is an excellent opportunity for LeaRonal because it will accelerate the growth of our patented technologies into new markets around the world,'' said Ronald Ostrow, president and CEO of LeaRonal. Added Rajiv L. Gupta, vice-chairman elect of Rohm and Haas and leader of the Electronic Materials business group, ``This is a wonderful marriage of complementary technologies, geographic presence and cultures that share a strong entrepreneurial spirit. We are fortunate LeaRonal wants to join forces with us, for they are our partner of choice.'' Gupta continued, ``We look forward to having LeaRonal and Shipley management working side by side to create a new organization that will bring cutting-edge technology and products to the electronics market faster and more efficiently.''
The boards of directors of both firms have approved the transaction. In addition, holders of approximately 30 percent of LeaRonal shares have agreed to tender their shares and have granted Rohm and Haas an option to purchase those shares.
The tender offer is contingent upon at least two-thirds of LeaRonal fully- diluted shares being tendered and receipt of normal regulatory approvals. The offer will expire after 20 business days, unless extended or withdrawn.