Sumitomo Chemical Company (Sumitomo Chemical) and Cambridge Display Technology (Nasdaq:OLED) (CDT) today jointly announced that they have entered into a definitive merger agreement whereby Sumitomo Chemical will acquire CDT.
Sumitomo Chemical Company to acquire Cambridge Display Technology for $12 per share
Under the merger agreement, Sumitomo Chemical will acquire all outstanding shares of CDT common stock at a price of $12 per share in cash, for an aggregate purchase price of approximately $285 million. The merger consideration represents a 107 percent premium over CDT's 90-day average closing share price and a 95 percent premium over CDT's closing share price of $6.15 on July 30.
In connection with the merger agreement, Kelso and Company and certain of its affiliates and certain members of CDT's senior management, holding in the aggregate approximately 43% of the outstanding shares of common stock of CDT, have entered into several agreements with Sumitomo Chemical under which they have agreed to vote all of their shares of CDT common stock in favour of the transaction.
David Fyfe, Chairman and Chief Executive Officer of CDT, said: "I am delighted to recommend this merger to our stockholders, as is the entire board of directors. I believe that the acquisition of CDT by Sumitomo Chemical will significantly enhance the prospects for P-OLED technology adoption, especially as P-OLED is looking ever more likely to become the next mainstream display technology.
"CDT and Sumitomo Chemical have developed a more integrated and closer relationship since Sumitomo acquired a license to certain IP from CDT in 2001, culminating in the formation of a 50/50 joint venture in 2005 to develop, manufacture and sell P-OLED materials to CDT licensees and others. We have admired the long term commitment of Sumitomo Chemical to the development of this very important technology and believe this merger is not only in the best interest of our shareholders but also of our employees and the global display industry."
Hiromasa Yonekura, President of Sumitomo Chemical, said: "In recent years, Sumitomo Chemical has positioned its display materials business as one of its strategically important business areas and an area of focus for our business resources. OLEDs are expected to see considerable market growth in the future as next-generation materials for flat panel displays and lighting applications, and our company is actively engaged in the development of new materials and the improvement of device technologies.
"We have built a close cooperative relationship with CDT up to this point, and the complete integration of both companies' technological and intellectual assets through this acquisition will make it possible to greatly accelerate development. We are very grateful for the support of the CDT board of directors and major shareholders, and I am pleased to extend a warm welcome to all our colleagues at CDT on behalf of Sumitomo Chemical." Completion of the merger is subject to CDT stockholder approval and other customary closing conditions. The acquisition is expected to close during the third or fourth quarter of 2007.
Nikko Citigroup Limited, Citigroup Global Markets Inc. and Pillsbury Winthrop Shaw Pittman LLP advised Sumitomo Chemical in the transaction. Cowen and Company, LLC and Cadwalader, Wickersham & Taft LLP advised CDT.
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