5 August 2015
ABOUT GCP Applied Technologies
Grace Construction Products and Grace Darex Packaging Technologies
soon will be together in a new, public company named
GCP Applied Technologies Inc.,
and completely independent from W. R. Grace & Co.
We’re grateful to our customers for making us a leader in
the industries we serve. And now we’re better positioned than ever
to help you build value into everything you do
with the world-class products of GCP Applied Technologies.
- #1 in cement additives
- #1 in bonded pre-applied waterproofing membranes
- #1 in can sealants, with leading positions in
can coatings and closure sealants - #2 in concrete admixtures
- A global leader in air and vapor barriers, fire proofing,
and can coatings
to be headquartered in Cambridge, MA,
will be a leading global provider of products and technology solutions
for customers in
* the specialty construction chemicals,
* specialty building materials, and
* packaging sealants and
* coatings industries.
GCP’s construction products are used in commercial, residential,
and infrastructure projects around the world.
They have been specified in projects with
demanding product, performance, and engineering requirements
ranging from the Getty Center in Los Angeles and
the London Underground to Hong Kong’s Bank of China Tower
and the Guggenheim Museum Bilbao in Spain.
Darex Packaging Technologies are used by
many of the world’s most recognized brand owners and
are part of over 300 billion food and beverage cans and
packages produced each year.
VIEW GCP APPLIED TECHNOLOGIES PRODUCTS
DETAILS
W. R. Grace & Co. (Grace) (NYSE: GRA)
today announced
the filing of an initial Form 10 registration statement
with the U.S. Securities and Exchange Commission
in connection with its previously announced plan to
spin off
* its Construction Products operating segment and
* Darex Packaging Technologies business
to form a new independent publicly traded company.
The planned separation, which is expected to be
tax-free to Grace’s U.S. shareholders, remains on track
to be completed in the first quarter of 2016.
The new company created by the separation will be named
GCP Applied Technologies Inc.
(GCP Applied Technologies or GCP).
There will be no change
in the name of the 161-year-old W. R. Grace & Co.
Reasons for the Separation
The Grace board of directors believes that
separating GCP from Grace’s other businesses
through the distribution
is in the best interests of Grace and its shareholders
and has concluded the separation will provide each company
with a number of material opportunities and benefits, including:
Enhanced strategic focus…
creating two strong, more focused operating companies,
each with industry-leading market and technology positions,
* with Grace well-positioned to pursue distinct growth opportunities
in the catalysts and materials businesses, and
* GCP well-positioned to pursue distinct growth opportunities in
the specialty construction chemicals, specialty building materials,
and packaging products businesses;
Simplified operating structures…
allowing management of each company to concentrate that
company’s resources wholly on
its particular industry segments, customers, and core businesses,
with greater ability to anticipate and respond to
changing industry conditions and new opportunities.
Each company will focus on cost productivity and
optimizing functional support for its core operations,
with greater management focus on customized strategies
that can deliver long-term shareholder value;
Optimized capital structures and financial flexibility…
establishing a capital structure appropriate for
each company’s business needs, with each company having
direct access to the debt and equity markets
to pursue its distinct growth, acquisition, and
joint venture opportunities, eliminating competition for
capital between the two groups of businesses.
The separation will provide each company with
an independent equity currency that will
(1) facilitate the ability of each company to consummate
future acquisitions utilizing its common stock and
(2) facilitate incentive compensation arrangements for employees
that are more directly tied to
the performance of each company’s business, and
enhance employee hiring and retention by, among other things,
improving the alignment of management and employee
incentives with performance and growth objectives; and
Investor choice…
providing investors with a more targeted investment opportunity
in each company that offers different investment and
business characteristics, including different opportunities for
growth, capital structure, business models, and financial returns.
This will allow investors to evaluate the separate and
distinct merits, performance, and future prospects of each company.
VIEW FULL SPIN-OFF PRESENATION
Contact: W. R. Grace & Co.
Media Relations
Rich Badmington,
+1 410.531.4370
rich.badmington@grace.com
or Investor Relations
Tania Almond,
+1 410.531.4590
tania.almond@grace.com
WWW.CHEMWINFO.COM BY KHUN PHICHAI
