HOUSTON, TX – January 2,
2008 – KMG Chemicals, Inc. (NASDAQ: KMGB), a global provider
of specialty chemicals in niche markets, today announced
that it completed the acquisition of the High-Purity Process
Chemicals (“HPPC”) business from Air Products and Chemicals,
Inc. (NYSE: APD). With revenues of approximately $90
million in the 12 months ended September 30, 2007, this
acquisition doubles KMG’s annualized revenues. The purchase
price of $70.3 million consisted of $47.1 million for plant,
property and equipment, as well as associated intangible
assets, and $23.2 million for accounts receivable, inventory
and accrued liabilities. The acquired business will operate
in the United States as the newly-formed KMG Electronics
Chemicals, Inc., a wholly owned subsidiary of KMG Chemicals,
and as KMG Italia S.r.l. in Europe.
The HPPC business is the
largest U.S. supplier to semiconductor manufacturers of
high-purity process chemicals used to clean, etch, and
otherwise prepare the surface of semiconductor products. In
the U.S., the HPPC business has an estimated 40% market
share, and is the third largest supplier in Europe with an
estimated 20% market share. Included in the acquisition are
a state-of-the-art production facility and warehouse in
Pueblo, CO. and a manufacturing facility and warehouse near
Milan, Italy. The Company financed the transaction with
cash on hand and approximately $56 million of incremental
senior debt, a significant portion of which it expects to
pay down by the end of this fiscal year ending July 31,
2008.
Neal Butler, President and
CEO of KMG, commented, “HPPC represents our seventh
successful acquisition in five years and with this
acquisition, we have added an important new business segment
with attractive growth opportunity. This acquisition is a
perfect fit with our proven business model of acquiring
mature, specialty chemicals that:
-
Have significant positions
in narrowly defined markets;
-
Provide a clear path
toward market leadership through organic growth and
further acquisitions;
-
Have significant barriers
to entry; and
-
Can have an immediate
positive impact on earnings and cash flow.
We expect that the purchase
price to EBITDA multiple we paid for this business will
prove to be very much in-line with our other acquisitions.”
“Since signing the
definitive agreement in October, we have laid the groundwork
for a smooth integration of the HPPC business and have
developed enormous respect for the 159 talented, experienced
and dedicated HPPC employees who have now joined the KMG
team.”
Mr. Butler continued, “As
previously stated, with this acquisition, KMG is on track to
generate approximately $135 million in revenues in fiscal
2008. The acquisition also is expected to be immediately
accretive to earnings, contributing towards our stated goal
of double digit EPS growth for fiscal 2008. Despite the
jump in revenues, investors should not expect to see the
same year-over-year earnings growth this year as occurred in
fiscal 2007 due to the significant costs associated with
transitioning and integrating this business. The
acquisition will contribute in a much more significant way
in fiscal 2009, particularly post-integration. With a full
year of HPPC sales in fiscal 2009, we expect company
revenues to exceed $180 million.”
Air Products will provide
transitional services associated with the HPPC business to
KMG related to supply chain, accounting and IT support. KMG
anticipates terminating the transitional services agreement
prior to July 31, 2008, the fiscal year-end. Additionally,
Air Products will continue to distribute HPPC products to
certain customers in Europe for several weeks to ease their
transition, after which KMG will purchase the remaining
inventory in those countries, estimated to be approximately
$4.5 million.
About High-Purity Process
Chemicals: HPPCs are basic and custom-performance blends of
acids and solvents used in the manufacture of
semiconductors. Customers use the chemicals in their
manufacturing process to etch and clean the wafer at each
production layer. These chemicals remove unwanted residue
at very specific rates. The typical application is in the
form of chemical baths or spray on devices.
The asset purchase
agreement for this transaction is included in the Company’s
Form 8-K that was filed on October 24, 2007. Further
details regarding this transaction, including a statement of
revenues and direct operating expenses for the HPPC
business, will be included in the Company’s Form 8-K being
filed with the Securities and Exchange Commission within 75
days of closing.