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Gleiss Lutz advises Kemira on Joint Venture with Rockwood

The two chemical companies Kemira Oyj and Rockwood Holdings, Inc. announced on 22 May 2008 that they have entered into an agreement regarding the formation of a joint venture that will be one of the world leaders for the production of specialty titanium dioxide pigments.

The joint venture brings together the entire titanium dioxide pigments operations of both Kemira and Rockwood. Their customers include many companies from the cosmetics, pharmaceuticals and food industries. Owned 39%/61% by Kemira and Rockwood, respectively, the joint venture will be domiciled in Germany. With a staff of 1,700, it will generate sales of some EUR 556 million, based on the respective numbers for the last financial year. Based on the underlying valuation of Kemira’s titanium dioxide pigment business, the overall transaction volume is in excess of EUR 640 million. With a EUR 300 million bank loan and revolving credit line of EUR 30 million, the financing of the joint venture, the formation of which is still subject to approval by the competent cartel authorities, is secured.

Helsinki-based Kemira is a global chemical group with approximately 10,000 employees and sales of EUR 2.8 billion in 2007. Rockwood, domiciled in Princeton, New Jersey, is a worldwide leader for specialty chemicals and advanced materials. With around 9,500 employees, Rockwood has an annual turnover of the equivalent of some EUR 1.9 billion.

Gleiss Lutz advised Kemira on all aspects of the formation of the joint venture. The Gleiss Lutz team is made up of Dr. Jan Bauer and Dr. Alexander Schwarz (lead partners), Dr. Cai Berg, Dr. Björn Simon, Dr. Verena Hügel, Stefanie Dörner, Sharon Kahanov (all corporate/M&A); Dr. Helge Kortz (partner), Dr. Kai Birke (both financing), Dr. Stefan Köhler (tax); Dr. Matthias Sonntag (partner), Dr. Lutz Aye (both IP), Dr. Ulrich Denzel, Dr. Antonia Harbusch (both competition), Dr. Doris-Maria Schuster (partner), Dr. Hendrik Sattler (both employment) and Dr. Christiane Freytag (environment).

Gleiss Lutz has already advised Kemira on transactions in the past. Most recently, Dr. Fred Wendt und Peter Steffen Carl assisted Kemira in the acquisition of the Lanxess’s paper chemicals division.

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