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mine whether any such transaction would maximize shareholder value." The special committee says that "any process to explore a transaction should be conducted by the independent directors of the company." It notes that Barnickel has "an acknowledged conflict of interest," but does not reveal what that is. Barnickel does not want cash for its Petrolite shares. Instead, it wants shares in Petrolite's buyer or merger partner in a transaction with minimal tax implications. Barnickel is owned by three privately held, family-owned trusts. Its holdings include the Petrolite shares and certain oil and gas properties. Barnickel's effort to find a potential buyer or merger partner for Petrolite began shortly after Petrolite adopted its poison pill in March 1994. Barnickel instructed its financial adviser to approach third parties interested in acquiring or merging under Barnickel's terms. In late 1994 and early 1995, Petrolite and Barnickel discussed Petrolite's buying out all Barnickel's assets and liabilities, but the plan was never initiated. George Peaff
Meanwhile, Henkel decided not to wait for the committee's approval and began a cash tender offer to shareholders (C&EN, Nov. 11, page 13). Robert W. Fiondella, chairman of the Loctite committee, says the panel wants to sell the company at "a price that fully reflects its value." The committee will not say how much it thinks Loctite shares are worth. But it decided Henkel's offer fails to "reflect adequately the significant range of potential synergistic benefits in a combination of Henkel and the company." Fiondella adds: "Our mission is to maximize stockholder value. We have instructed our advisers to respond to thirdparty inquiries, contact potential buyers, and take all steps necessary to help achieve this goal." Loctite's financial adviser is New York City-based Dillon, Read & Co. According to Loctite'sfilingwith the Securities & Exchange Commission, Dillon, Read will make at least $1.5 million for advising Loctite, with additional fees if Loctite enters a merger at more than $57.75 per share. Marc Reisch
Carbide-EPA pact leads Loctite spurns Henkel's to new surfactants billion-dollar bid A special committee of Loctite directors has decided to spurn a bid of more than $1 billion by Germany's Henkel to buy the 65% of Loctite it doesn't already own (C&EN, Nov. 4, page 8). The directors say the Hartford, Conn.-based adhesives producer is worth more than Henkel is offering. At press time, Henkel had made no official response to the snub of its $57.75-per-share offer. But a spokesman said the company believes its offer is adequate. The proposal remains in effect until Jan. 6, 1997. In trading on the New York Stock Exchange, Loctite shares rose to $60—up \2Vi cents—on Nov. 19, the day following rejection of Henkel's bid. Henkel has been in hot pursuit of Loctite since word leaked out in late October that Henkel's president and chief executive officer, Hans-Dietrich Winkhaus, had met with Loctite's chairman and CEO, David Freeman, in the U.S. to offer to negotiate a friendly takeover. Henkel did not get a favorable response immediately because Loctite set up the directors' committee to examine the offer. The committee consists of directors who are neither employed by Loctite nor affiliated with Henkel. 12 NOVEMBER 25, 1996 C&EN
A new family of nonionic surfactants developed by Union Carbide constitutes the first chemicals approved under the aegis of the Environmental Protection Agency's Environmental Technology Initiative (ETI)—a program designed to speed approval of environmentally safe products. "EPA recognized that these new surfactants represent a significant innovation in chemistry and offer substantial benefits to
OINn-water emulsion (left) stabilized with Triton SP surfactant separates Into two phases (right) upon acid hydrolysis of key surfactant chemical bond.
the environment," says Lynn R. Goldman, EPA assistant administrator for prevention, pesticides, and toxic substances. Working closely with Carbide, the agency used a "results-oriented approach based on chemical risk management" in deciding to approve the products. What swayed EPA was the surfactants' chemistry. Surfactants currently used in industrial and institutional cleaners bind tightly to substances such as oil and grease that they are removing. The resulting emulsions go to water treatment plants for cleanup, which is sometimes ineffective. The new Carbide surfactants, tradenamed Triton SP, hydrofyze under acid conditions, breaking a key chemical bond and forming two non-surface-active fragments that allow separation of the emulsion into two phases. Pollutants then can be separated from the process wastewater by skimming off and treating them separately, with the now-cleaner wastewater sent to a treatment plant. The hydrofyzed surfactant pieces pose no toxicity concern, Carbide says. Under ETI, Carbide avoided many regulatory problems inherent in getting a new surfactant, or any chemical, through the Toxic Substances Control Act (TSCA) approval process. EPA frequently orders toxicity tests for new surfactants because of concern about potential aquatic toxicity. Completing the formal TSCA regulatory process can take several years. Carbide submitted toxicity data up-front. And by negotiating with EPA on the requirements for approval, Carbide estimates it cut more than a year off the approval process. The product is now ready for market. "For thefirsttime since TSCA, we are able to develop and introduce new environmentally benign chemical technology without contemplating a regulatory straitjacket and a huge and costly mountain of paperwork," says Ronald Van Mynen, Carbide vice president for health, safety, and environment. "Instead, we went forward on the basis of a relatively simple memorandum of understanding." Gordon D. Mounts, vice president for industrial performance chemicals, notes, "We are particularly excited about the potential for this new technology to answer some challenging water-quality issues in markets such as industrial and institutional laundry and metalworking." Carbide already has run successful commercial tests in these areas and is looking to other markets such as pulp and paper manufacture and textile processing. David Hanson
