"Cautionary Note Concerning Factors That May Affect Future Results"
ST. PAUL, Minn.--(BUSINESS WIRE)--3M announced today that it has entered into a definitive agreement with
Polypore International Inc. to acquire the assets and liabilities
associated with Polypore’s Separations Media business for a total
purchase price of $1.0 billion. Polypore’s Separations Media business is
a leading provider of microporous membranes and modules for filtration
in the life sciences, industrial and specialty segments with trailing
12-month sales of $210 million as of Sept. 27, 2014.
Separately, Asahi Kasei has announced today that it has entered into a
definitive merger agreement to acquire Polypore’s Energy Storage
business. Both transactions are subject to regulatory approvals and
customary closing conditions. In addition, both transactions are
conditioned on 3M’s transaction with Polypore closing immediately prior
to the closing of Asahi Kasei’s transaction with Polypore.
Filtration is a priority technology platform for 3M. Customers
increasingly require higher performance “ultra” filtration that membrane
technology delivers, particularly in life sciences and biopharmaceutical
segments. The addition of Polypore’s Separations Media business will add
new technology capabilities to complement 3M’s existing filtration
business in life sciences, industrial, water treatment, electronics and
foodservice.
“Polypore’s Separations Media business is an outstanding business that
will expand our opportunities in many large and attractive segments,”
said Inge G. Thulin, 3M chairman, president and chief executive officer.
“The acquisition of this ultrafiltration membrane technology will
enhance 3M’s core filtration platform and help generate new growth
opportunities across the company.”
3M’s Purification business, part of 3M’s Industrial Business Group, is a
leader in residential water, commercial foodservice, industrial and life
science filtration. Adding Polypore’s Separations Media business will
build on 3M’s fundamental strengths in technology, manufacturing, global
capabilities, and brand.
“The combination of 3M and Polypore’s Separations Media business will
help us to meet customers’ emerging needs for high-value filtration
solutions,” said Michael F. Roman, executive vice president, 3M
Industrial Business Group. “Together, we will be able to offer a broader
array of products to both Polypore’s and 3M’s customers, which will
accelerate the global growth of our membrane business.”
On a GAAP reported basis, 3M estimates the acquisition to be $0.03
dilutive to earnings in the first 12 months following completion of the
transaction. Excluding purchase accounting adjustments and anticipated
one-time expenses related to the transaction and integration, 3M
estimates the acquisition to be $0.04 accretive to earnings over the
same period.
3M will finance the transaction with cash, the majority of which will
come from outside the U.S.
The transaction will be structured to deliver to 3M a full step-up in
the tax basis of the acquired assets. Taking into account 3M's estimate
of the present value of this tax step-up, the effective purchase price
multiple is approximately 12 times annual adjusted EBITDA for the 12
months ended Sept. 27, 2014.
Centerview Partners LLC acted as financial advisor to 3M.
Forward-Looking Statements
This news release contains forward-looking information about 3M’s
financial results and estimates and business prospects that involve
substantial risks and uncertainties. You can identify these statements
by the use of words such as “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe,” “will,” “target,” “forecast” and
other words and terms of similar meaning in connection with any
discussion of future operating or financial performance or business
plans or prospects. Among the factors that could cause actual results to
differ materially are the following: (1) worldwide economic and capital
markets conditions and other factors beyond 3M’s control, including
natural and other disasters affecting the operations of 3M or its
customers and suppliers; (2) 3M’s credit ratings and its cost of
capital; (3) competitive conditions and customer preferences; (4)
foreign currency exchange rates and fluctuations in those rates; (5) the
timing and market acceptance of new product offerings; (6) the
availability and cost of purchased components, compounds, raw materials
and energy (including oil and natural gas and their derivatives) due to
shortages, increased demand or supply interruptions (including those
caused by natural disasters and other events); (7) the impact of
acquisitions, strategic alliances, divestitures, and other unusual
events resulting from portfolio management actions and other evolving
business strategies, and possible organizational restructuring; (8)
generating fewer productivity improvements than estimated; (9)
unanticipated problems or delays with the phased implementation of a
global enterprise resource planning (ERP) system, or security breaches
and other disruptions to 3M's information technology infrastructure; and
(10) legal proceedings, including significant developments that could
occur in the legal and regulatory proceedings described in the Company’s
annual Report on Form 10-K for the year ended December 31, 2014. Changes
in such assumptions or factors could produce significantly different
results. A further description of these factors is located in the Annual
Report under “Cautionary Note Concerning Factors That May Affect Future
Results” and “Risk Factors” in Part I, Items 1 and 1A. The information
contained in this news release is as of the date indicated. The Company
assumes no obligation to update any forward-looking statements contained
in the news release as a result of new information or future events or
developments.
About 3M
3M is a science-based company with a culture of creative collaboration
that inspires powerful technologies, making life better. With $32
billion in sales, 3M employs 90,000 people worldwide and has operations
in more than 70 countries. For more information, visit www.3M.com
or follow @3MNewsroom on Twitter.
About Polypore International Inc.
Polypore International Inc. is a global high technology filtration
company specializing in microporous membranes. Polypore's flat sheet and
hollow fiber membranes are used in specialized applications that require
the removal or separation of various materials from liquids, primarily
in the ultrafiltration and microfiltration segments. Based in Charlotte,
N.C., Polypore International Inc. is a market leader with manufacturing
facilities or sales offices in nine countries serving six continents.
See www.polypore.net.
About Asahi Kasei
Asahi Kasei is Japan’s leading diversified chemical manufacturer with
businesses in the chemicals and fibers, homes and construction
materials, electronics, and health care sectors. The company’s growth
strategy involves continuous transformation of its business portfolio
through constant innovation in anticipation of emerging market needs,
and through this process Asahi Kasei has developed into a diversified
solution provider. With more than 29,000 employees around the world, the
Asahi Kasei Group serves customers in more than 100 countries. For more
information, visit www.asahi-kasei.co.jp/asahi/en.
Contact:
for 3M Media Contact: Donna Fleming Runyon, 651-736-7646 Investor Contacts: Matt Ginter, 651-733-8206 or Bruce Jermeland, 651-733-1807