Hanson buys Quantum in $3.2 billion deal - C&EN Global Enterprise

Jul 5, 1993 - Hanson owns a number of businesses in the U.S.—including Peabody Coal, Jacuzzi Whirlpool Baths, and Farberware Cookware—but its only...
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implications of NAFTA. This ruling simply guarantees that Congress and the American people have that information.,/ Congressional reaction to the court decision was predictably mixed. Sen. Max Baucus (D.-Mont.), chairman of the Senate Committee on Environment & Public Works, said: 'If the court decision today has any clear implication for NAFTA, it is that NAFTA is dead on arrival without a very strong environmental side agreement/' The Administration had been trying to resolve environmental concerns about the treaty by developing a secondary, or side, agreement that would strengthen environmental controls. Sen. Phil Gramm (R.-Tex.), a NAFTA supporter, believes the decision is wrong and will be quickly overruled by a higher court. Manufacturing industries are distressed by the decision. 'The ruling poses a serious threat to all U.S. trade agreements/' says Jerry J. Jasinowski, president of the National Association of Manufacturers. 'Threatening NAFTA is counterproductive if you care about the environment." Chemical Manufacturers Association president Fred Webber says, "NAFTA's opponents will go to any lengths to monkey wrench this vital agreement. In doing so, they are placing their own selfish interests ahead of the public good/' CMA notes the court did not acknowledge an environmental assessment already done by treaty negotiators as part of a border environmental review completed last year. David Hanson

Farberware Cookware—but its only chemical unit is SCM Chemicals. Although big dollar figures are cited, Quantum's stockholders will not see cash under terms of the agreement disclosed by Lord White, chairman of Hanson Office Products (formerly Hanson Industries), the U.S. arm of Hanson pic, and John H. Stookey, Quantum's chairman. Instead, Hanson will acquire all of Quantum's common stock in a tax-free exchange for about 42 million shares of newly issued Hanson American Depository Shares. ADSs are the security medium most often used by foreign companies wanting to take advantage of U.S. securities markets. The two companies say this is equivalent to $20 per share for the 36 million outstanding Quantum shares, based on the closing price of Hanson ADSs on June 29, the day before the announcement. Thus, the total value of the stock swap is about $720 million. The remainder of the $3.2 billion value of the deal comes from Hanson's assumption of Quantum's $2.5 billion in debt. Hanson's offer—about 60% more than Quantum's stock price before the announcement—sent Quantum's share price soaring. On the day of the announcement it closed at $19 per share, 52% above the preannouncement price. Quantum's Stookey says: "This transaction provides an attractive opportunity for Quantum Chemical's shareholders to gain immediate value for their investment. Through this tax-free exchange, Quantum's shareholders will also have an investment in a company with an

Hanson buys Quantum in $3.2 billion deal Having failed in its unlikely and unfriendly bid for ICI two years ago, British conglomerate Hanson pic has decided to go after smaller fish, this time in a friendlier way. In an unexpected move last week, Hanson disclosed signing of a definitive agreement to acquire Quantum Chemical, based in New York City, in a deal valued at $3.2 billion. Quantum is one of the largest polyethylene producers in the U.S. and represents Hanson's biggest foray into U.S. chemicals. Hanson owns a number of businesses in the U.S.—including Peabody Coal, Jacuzzi Whirlpool Baths, and

Stookey: an attractive opportunity

outstanding record of capital appreciation and dividends." This could be welcome news to Quantum stockholders. In 1990, the company took on massive debt to ward off potential raiders, and paid it out in a special dividend of $50 per share to stockholders. However, when plastics and other commodity chemicals were hit by the recession, the debt and the cost of servicing it became a huge weight, leading to losses and negative stockholders equity. In 1992, Quantum suffered a loss from operations of about $119 million before unusual items, and negative stockholders equity of $471 million. In the first quarter this year, it reported a loss of $15.2 million before unusual items. William Storck

Common explosive used in New York bomb plot The alleged terrorists arrested in New York City June 24 in the act of preparing bomb material were apparently making a common and easily handled explosive known as ANFO (ammonium nitratefuel oil). According to news reports, Federal Bureau of Investigation agents and New York City police nabbed five men during a raid on their hideout in the borough of Queens, where the men were mixing a "witches' brew7' of fuel oil and fertilizer. The agents confiscated five metal drums of the 'lethal gumbo." The five suspects, along with three others arrested elsewhere, are charged with plotting to blow up the United Nations, the federal building that houses the New York City office of the FBI, and two commuter tunnels connecting the borough of Manhattan to New Jersey. A ninth suspect was arrested last week. FBI spokesmen decline to discuss the nature of the confiscated explosive, citing legal concerns. But Jimmie C. Oxley, an explosives expert at the New Mexico Institute of Mining & Technology in Socorro, tells C&EN that the witches' brew most likely is ANFO, an explosive commonly used in commercial blasting. It can be made by mixing ammonium nitrate (available as fertilizer) with typically 5 to 6% of fuel oil (diesel fuel or gasoline, for example). The resulting material is a granular solid that can be packed into an appropriate shape. Ammonium nitrate serves as an oxiJULY 5,1993 C&EN

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