By Lisa Kerner
Charlotte, N.C., Dec. 3 - A. Schulman, Inc. announced it agreed to acquire ICO, Inc. in a cash-and-stock deal valued at approximately $6.79 per ICO share.
ICO shareholders will receive approximately $3.67 per share in cash plus approximately 0.184 shares of A. Schulman stock valued at $3.12 on Dec. 2, according to an A. Schulman news release.
The total consideration is comprised of $105.0 million in cash and 5.1 million shares of A. Schulman common stock.
The transaction, which is not subject to a financing contingency, is expected to close in the spring of 2010.
ICO directors Gregory T. Barmore and Eugene R. Allspach will join the A. Schulman board of directors, the release said.
A $6.8 million termination fee payable by ICO is included as part of the merger agreement, according to a form 8-K filing with the Securities and Exchange Commission.
"The acquisition of ICO presents us with an opportunity to expand our global presence substantially, especially in rotomolding," A. Schulman chairman, president and chief executive officer Joseph M. Gingo said in the release.
According to Gingo, his company's long-term strategic objectives include "being a leading global manufacturer in both masterbatch and rotomolding."
"By acquiring the operations of ICO, we will increase our presence in the U.S. masterbatch market, gain plants in the high-growth market of Brazil and facilities in Australia, and add another facility in Asia to bring our total plants in that region to four, including the facility we plan to build in India," Gingo said.
In addition, A. Schulman will expand its presence in France, Italy and the Netherlands and further leverage its facilities serving high-growth markets such as Poland, Hungary and Sweden, Gingo said.
ICO's board of directors unanimously determined that the merger with A. Schulman is in the best interests of the company's shareholders, an ICO news release said.
A. Schulman is an Akron, Ohio, plastic resins and plastic compound manufacturer.
Houston-based ICO produces custom polymer powders for rotational molding and other polymer-related businesses such as the textile, metal coating and masterbatch markets.
| Acquirer: | A. Schulman, Inc.
|
| Target: | ICO, Inc.
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| Announcement date: | Dec. 3
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| Price per share: | $3.67 cash plus 0.184 A. Schulman shares
|
| Termination fee: | $6.8 million
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| Expected closing: | Spring of 2010
|
| Stock price for acquirer: | Nasdaq: SHLM: $16.95 on Dec. 2
|
| Stock price for target: | Nasdaq: ICOC: $4.50 on Dec. 2
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