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A statement from Dr. Ulf-D. Zimmermann, CEO CeramTec group

Rockwood Holdings Inc. and CINVEN
sign Purchase Contract

On Saturday, June 15th, Rockwood Holdings Inc. and CINVEN have signed the purchase contract on the CeramTec Group. Our new 100% share holder will be CINVEN, after closing which we expect latest September 2013.

In future we will be a self-contained company and not any more a member of an industrial conglomerate. This structure will open the opportunity for complete support from the owner’s side.

We welcome CINVEN and its Management with Mr. Pettersson and Mr. Schick.

In the following find the press releases from CINVEN Ltd and Rockwood Holdings Inc.

Dr. Ulf-D. Zimmermann


Press release CINVEN

Sunday 16 June 2013

CINVEN invests in CeramTec

European private equity firm, CINVEN, today announces that it has reached an agreement to acquire CeramTec from Rockwood Holdings, Inc. (NYSE. ROC) for a total consideration of €1.49 billion.

CeramTec is a leading global manufacturer of high performance ceramics for application in medical, automotive, industrial, and electronic end-markets. The Company’s proprietary product portfolio includes hip joint prostheses components, including the Biolox brand; high speed cutting tools; and ballistic ceramics for armour.

In 2012, the Company generated revenues of €425 million. Its main operations are located in Plochingen, Germany and CeramTec employs more than 3,000 people across 18 facilities worldwide.

Building on more than 100 years of innovation, CeramTec is well positioned to continue to grow within existing and new areas of application for high performance ceramics, driven by its unique materials expertise and its long-standing customer relationships. The Company will specifically benefit from:

  • market leadership in the growing joint replacement component market, driven by further penetration of ceramics components
  • strong track record of product innovation and continued investment in R&D
  • significant growth opportunities in emerging markets, notably China.

Bruno Schick, Partner and Co-Head of CINVEN’s German team, said:

"Our Fund investment in CeramTec builds upon CINVEN’s expertise across both the industrials and healthcare sectors, and our previous successful investments in Germany. Consistent with our investment focus, CeramTec enjoys leading competitive positions in markets with strong underlying growth. We are particularly impressed with CeramTec’s ability to consistently launch high value, innovative products through economic cycles.

“We are keen to support the Company's growth outside its core European markets, specifically in North America and Asia, both organically and through acquisitions. Most recently, we have achieved strong growth in the US for our portfolio companies – examples include Phadia, Sebia and CPA Global. In Asia, we have the benefit of our highly experienced Asian portfolio team.”

Pontus Pettersson, Principal at CINVEN, added:

“We are delighted to partner with Dr Zimmermann and his experienced team in CeramTec’s transition to an independent company. We support the Company’s strategy of ongoing investment that includes the plant expansion in Marktredwitz, and new product initiatives such as LED lighting and semiconductor applications.”

Dr Ulf Zimmerman, CEO of CeramTec, added:

"We are glad to be working with the CINVEN team. They have an excellent track record of supporting companies to grow globally in both the healthcare and industrial sectors. CINVEN's investment will enable us to capitalise on the opportunities in our existing markets as well as further expand the business internationally.”

CeramTec represents the fourth investment from CINVEN’s Fifth Fund following investments in Pronet, Prezioso and AMCo (the combined Mercury Pharma and Amdipharm business).

Rockwood Holdings is disposing of CeramTec as part of a broader repositioning of the Group. Completion is expected during the third quarter of 2013 subject to customary regulatory approvals.

About CINVEN

CINVEN is a leading European private equity firm focused on building world-class European companies. Its funds invest in six key sectors: Business Services, Financial Services, Healthcare, Industrials, Consumer, and Technology, Media and Telecommunications (TMT). CINVEN funds acquire Europe-based companies that require an equity investment of €100 million or more. Its European focus and expertise are complemented by an ability to capitalise on global growth opportunities through its Asian office. The investment in CeramTec represents CINVEN's sixth investment in Germany following its most recent investments in JOST, the truck component manufacturer, and SLV, the lighting manufacturer.

CINVEN’s recent investments across all sectors include:

  • AMCo, a UK-based niche pharmaceuticals business with an enterprise value of more than €1 billion (August/October 2012)
  • Pronet, a leading Turkish electronic security and systems company (August 2012)
  • Prezioso, a French-headquartered provider of insulation and maintenance services to the offshore oil and gas and nuclear industries (June 2012)
  • CPA Global, a global provider of intellectual property (IP) management services and software, based in Jersey (March 2012)
  • CINVEN has offices in Guernsey, London, Paris, Frankfurt, Milan, Luxembourg and Hong Kong. CINVEN Limited and CINVEN Capital Management (V) General Partner Limited are authorised and regulated by the GFSC.
  • CINVEN acquires successful high quality companies and, using proven value creation strategies, works closely with these companies to help them grow and develop.
  • CINVEN takes a responsible approach towards its portfolio companies, their employees, suppliers, local communities, the environment and society.

For more information, please visit www.cinven.com


Press release Rockwood Holdings Inc.:

Sunday 16 June 2013

Rockwood Announces Definitive Agreement
to Sell CeramTec

Princeton, NJ USA (June 16, 2013) – Rockwood Holdings, Inc. (NYSE: ROC) announced today it entered into a definitive agreement to sell CeramTec, its advanced ceramics business to CINVEN, a European private equity firm for EUR 1.49 billion gross proceeds (~USD $1.98 billion), subject to customary adjustments.

CINVEN has obtained fully committed financing for this transaction, which is expected to close during the third quarter 2013 following receipt of appropriate regulatory approvals, including the EU Competition Clearance Authority.

“Successful execution of this transaction at an attractive multiple will bring Rockwood one significant step closer to our strategic objective and commitment to become a more focused specialty chemical company with a growth portfolio that best maximizes value and returns for our shareholders,” said Seifi Ghasemi, Chairman and Chief Executive Officer. “We expect to use the substantial net cash proceeds to support our balanced approach to debt reduction, return of capital to shareholders and re-investment in our complementary growth core businesses.

“I want to give my appreciation and thanks to our CeramTec management team and employees, who over the last nine years drove strong financial performance and growth that has created significant value for our shareholders. We are pleased to have entered into the transaction with CINVEN as they are well positioned to continue to advance CeramTec’s growth prospects.” added Mr. Ghasemi.

Lazard acted as Rockwood’s financial advisor and Willkie Farr & Gallagher LLP as legal advisor.

CeramTec

CeramTec, headquartered in Plochingen, Germany, is a leading global producer of high performance advanced ceramics materials and products. With approximately 3,000 employees and 18 facilities globally, it serves four principal end-markets: (1) medical; (2) electronics; (3) industrial; and (4) automotive. CeramTec has strong market positions in various niche markets such as medical products, cutting tools and mechanical applications.

CINVEN

CINVEN is a leading European private equity firm, founded in 1977, with offices in Guernsey, London, Frankfurt, Paris, Milan, Luxembourg and Hong Kong and a focus on six sectors: Business Services, Consumer, Financial Services, Healthcare, Industrials, and Technology, Media and Telecommunications (TMT).

Rockwood

Rockwood Holdings, Inc. is a leading global specialty chemicals and advanced materials company. Rockwood has a worldwide employee base of approximately 10,300 people and annual net sales of approximately $3.5 billion in 2012. Rockwood focuses on global niche segments of the specialty chemicals, pigments and additives and advanced materials markets. For more information on Rockwood, please visit www.rocksp.com.

This press release contains, and management may make, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts may be forward looking statements. Words such as "may,” “will,” “should,” “could,” “likely,” “anticipates," “intends,” "believes," "estimates," "expects," "forecasts," “plans,” “projects,” "predicts" and “outlook” and similar words and expressions are intended to identify forward-looking statements. Examples of our forward-looking statements include, among others, statements relating to our outlook, our future operating results on a segment basis, our future Adjusted EBITDA and free cash flows, our share repurchase plans and our strategic initiatives. Although they reflect Rockwood’s current expectations, they involve a number of known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied, and are not guarantees of future performance. These risks, uncertainties and other factors include, without limitation, Rockwood’s business strategy; changes in general economic conditions in North America and Europe and in other locations in which Rockwood currently does business; competitive pricing or product development activities affecting demand for Rockwood’s products; technological changes affecting production of Rockwood’s materials; fluctuations in interest rates, exchange rates and currency values; availability and pricing of raw materials; governmental and environmental regulations and changes in those regulations; fluctuations in energy prices; changes in the end-use markets in which Rockwood’s products are sold; hazards associated with chemicals manufacturing; Rockwood’s ability to access capital markets; Rockwood’s high level of indebtedness; risks associated with competition and the introduction of new competing products, especially from the Asia-Pacific region; risks associated with international sales and operations; risks associated with information securities and the risks, uncertainties and other factors discussed under "Risk Factors" and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Rockwood's Form 10-K for the year ended December 31, 2012 and other periodic reports filed with or furnished to the Securities and Exchange Commission. Rockwood does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.