Press Release

Board of Kraton Performance Polymers, Inc. Notifies LCY Chemical Corp. of Intention to Withdraw Recommendation That Shareholders Approve Agreement to Combine With LCY’s Styrenic Block Copolymer Business

HOUSTON, June 30, 2014 /PRNewswire/ — Kraton Performance Polymers, Inc. (NYSE: KRA) today notified Taiwan-based LCY Chemical Corp. that its Board of Directors intends to withdraw its recommendation that Kraton stockholders approve the previously announced Combination Agreement under which Kraton would combine with LCY’s styrenic block copolymer (“SBC”) operations.

Before the Kraton Board changes its recommendation, Kraton is required by the Combination Agreement to provide LCY with at least five business days’ written notice of the intention to withdraw or change its recommendation. During these five business days, if requested by LCY, Kraton must negotiate in good faith with LCY regarding any revisions or adjustments proposed by LCY to the terms and conditions of the Combination Agreement that would enable the Kraton Board to continue to recommend to Kraton stockholders the approval and adoption of the Combination Agreement, as so revised or adjusted.

Under the Combination Agreement, which will remain in effect unless and until it is terminated in accordance with its terms, the Kraton Board may withdraw or change its recommendation in certain circumstances upon the occurrence of certain intervening events since the Agreement was signed on January 28, 2014. the notice from the Kraton Board cited the decline in the operating results for the LCY SBC business in the first quarter of 2014 and the related decline in its forecasted results thereafter, as Kraton discussed in an SEC filing on Form 8-K on June 24, 2014, together with the related decline in Kraton’s stock price and negative reactions from stockholders following the June 24, 2014 disclosure.

LCY and Kraton may engage in negotiations to determine whether they can mutually agree to changes in the terms of the Combination Agreement as would enable the Kraton Board to continue to recommend the transaction to its stockholders. Kraton cannot predict whether any such negotiations will result in mutually agreeable changes to the Combination Agreement. Kraton does not intend to make further public comment regarding the status of any such negotiations unless and until the parties enter into an amendment to the Combination Agreement effecting such changes, or unless and until Kraton determines that any such negotiations have been abandoned. In either such event, such process may take longer than the minimum five business days provided in the Combination Agreement.

The Combination Agreement, which was set forth in Kraton’s preliminary proxy statement/prospectus on Form S-4 filed with the SEC on April 30, 2014, relates to Kraton’s agreement to combine with the SBC business of LCY.

About Kraton Corporation

Kraton Corporation is a leading global producer of specialty polymers and high-value performance products derived from renewable resources. Kraton’s polymers are used in a wide range of applications, including adhesives, coatings, consumer and personal care products, sealants, and lubricants, and medical, packaging, automotive, paving, and roofing products. As the largest global provider in the pine chemicals industry, the company’s pine-based specialty products are sold into adhesive, road and construction, and tire markets, and it produces and sells a broad range of performance chemicals into markets that include fuel additives, oilfield chemicals, coatings, metalworking fluids and lubricants, inks, and mining. Kraton offers its products to a diverse customer base in over 70 countries worldwide.

*Kraton, the Kraton logo, and design are all trademarks of Kraton Corporation, or its subsidiaries or affiliates, in one or more, but not all countries.

SOURCE: Kraton Corporation

Media Contact: newsroom@kraton.com

Further Reading

Explore additional insights, news, and success stories.