EVC, Norsk Hydro merge PVC operations - C&EN Global Enterprise

Jul 13, 1998 - EVC, formed by the merger of the PVC businesses of Britain's ICI and Italy's EniChem in 1986, is the largest producer of PVC in Europe...
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EVC, Norsk Hydro merge PVC operations Brussels-based EVC International and Norsk Hydro, of Oslo, Norway, have decided to merge their polyvinyl chloride (PVC) operations. This is the second big PVC deal to be announced in less than a month; it comes hot on the heels of U.S.-based Geon and Occidental Chemical's announcement of the merger of their PVC businesses (C&EN, June 29, page 13). EVC, formed by the merger of the PVC businesses of Britain's ICI and Italy's EniChem in 1986, is the largest producer of PVC in Europe. Norsk Hydro's petrochemicals division is the largest producer of vinyl chloride and PVC in Northern Europe. Their merger will result in a company comfortably among the top handftil of PVC producers worldwide. In Europe alone, it will have total annual capacity of 4.0 billion lb per year of PVC and 4.2 billion lb of vinyl chloride. Combined annual sales in 1997 totaled about $2.1 billion, with operating earnings of $79 million. EVC had $13 million in operating profits—not brilliant, but a significant improvement from the less than $1 million in operating earnings it had in 1996. The European PVC industry is having difficulty maintaining respectable performance levels, growing at perhaps 1 to 2% per year, compared with an estimated 4% per year worldwide. And there are too many producers in the region—about 15. All of which may have helped push the two companies into their decision to merge. The new company's management board will be composed of two members from each partner. Ettore dell'Isola, chairman and chief executive of EVC, has been proposed as chief executive officer. EVC will issue ordinary shares in exchange for the assets of Norsk Hydro's petrochemical division. Norsk Hydro will hold 45% of the shares of the merged company. According to dell'Isola, "The combination of the two entities will yield signif16 JULY 13, 1998 C&EN

The plan is modeled on the $2 billionplus settlement reached in November 1995 between Bristol-Myers Squibb, Baxter International, and 3M and women with implants made by those companies. Dow Corning, having filed for bankruptcy in May 1995, didn't participate in that settlement. Provided the new proposal survives further negotiations over the next two months and is then accepted by two-thirds of the women with claims against the company, Dow Corning says it could emerge from bankruptcy by early 1999. The company's bankruptcy is being overseen by U.S. Judge Arthur J. Spector, who approved the $3.2 billion settlement last Wednesday. The Bay City, Mich., judge gave the two sides until Aug. 20 to hammer out details and produce a settlement statement. "While many of the details remain to be worked out over the next two months, this settlement is a breakthrough in an incredibly complex case," says Dow Corning President Gary E. Anderson. "At a certain time in a controversy, both sides need to agree to disagree and look together to find common ground." The payment is more than the $3 billion proposed by Dow Corning in an offer it made in February, but significantly less than the $3.8 billion the plaintiffs counDow Corning and lawyers for women who tered with at that time. About 170,000 say the company's silicone breast implants women with breast implants have filed made them ill have agreed to a $3.2 bil- claims against Dow Corning, but as many lion settlement proposal to resolve the as 400,000 women are expected to receive payments from the company. The implant claims. plan allows women to pursue their cases individually in court, if they so choose. Besides the money, a sticking point of Dow Coming's earlier proposal was the payout period: The company proposed 16 years, whereas the plaintiffs sought two to three years. The new settlement also calls for a 16-year payment period, but is reportedly structured so that $1 billion would be dispersed to women in the first year. One obstacle to settlement could be opposition by some plaintiffs' lawyers to a provision in the plan releasing Dow Chemical, a half owner of Dow Corning along with Corning Inc., from liability in implant cases. Dow Corning wouldn't comment further on the plan, citing an order by Judge Spector to keep details of the agreement implant recipients no longer have to protest confidential until Aug. 20. Dow Coming's failure to settle their claims as Michael McCoy they did in 1995.

icant benefits to shareholders [from] valuable synergies to be achieved, mainly by the optimization of logistic costs and reductions in fixed and variable production costs." By merging their PVC operations, the two companies say they hope to achieve annual synergies worth roughly $40 million over the next three years but haven't identified specific means. However, there is ample room for cost savings, given the combined company's 20 production sitesmore than $1 billion worth of assets—and 7,000 employees. The two companies have operations in the U.S., India, and Singapore, as well as in Europe. And Norsk Hydro has investments in China, Malaysia, and Qatar. Norsk Hydro is contributing nearly all its petrochemical assets to the deal, excluding its 51% interest in an ethylene cracker in Rafnes, Norway, and its fabricating activities. A study of the future ethylene needs of the as-yet-unnamed new company will clarify the future relationship between it and the Raines cracker. Patricia Layman

Breast implant settlement in the works