Ferro Corporation Announces Agreement to Sell Fine Chemical Business for $66 Million in Cash

Published: Oct 03, 2008

CLEVELAND--(BUSINESS WIRE)--Ferro Corporation (NYSE: FOE) announced today that it has signed an asset purchase agreement with Novolyte Technologies LP, an affiliate of Arsenal Capital Management LP, to sell its Fine Chemicals business for $66 million in cash.

“This sale is consistent with our vision of focusing Ferro’s businesses around our core capabilities of particle engineering, formulation, color and glass science, and our deep understanding of customer applications,” said Ferro Chairman, President and Chief Executive Officer James F. Kirsch. “The decision to sell the business is a result of a regular review of our business portfolio. Fine Chemicals consists of a number of smaller businesses that do not effectively leverage the scale of Ferro’s core performance materials operations. I am confident that the Fine Chemicals business will continue to pursue many exciting opportunities under its new owners. At the same time, Ferro will benefit from additional liquidity and balance sheet flexibility as proceeds from the sale are used to reduce debt.”

The Fine Chemicals business produces electrolytes used in the manufacture of lithium batteries, specialty solvents, and phosphines and also does contract manufacturing of fine chemicals. It recorded 2007 revenues of approximately $55 million and currently employs approximately 140 employees who will be transferred to Novolyte as a result of the sale. The business includes manufacturing facilities in Baton Rouge, Louisiana and Suzhou, China.

The agreement is subject to normal closing conditions and the sale is expected to close in the fourth quarter of 2008. KeyBanc Capital Markets served as Ferro’s financial advisor and investment banker for this transaction.

About Ferro Corporation

Ferro Corporation (http://www.ferro.com) is a leading global supplier of technology-based performance materials for manufacturers. Ferro materials enhance the performance of products in a variety of end markets, including electronics, solar energy, telecommunications, pharmaceuticals, building and renovation, appliances, automotive, household furnishings, and industrial products.

Headquartered in Cleveland, Ohio, the Company has approximately 6,300 employees globally and reported 2007 sales of $2.2 billion.

Cautionary Note on Forward-Looking Statements

Certain statements in this Ferro press release may constitute “forward-looking statements” within the meaning of Federal securities laws. These statements are subject to a variety of uncertainties, unknown risks and other factors concerning the Company’s operations and business environment, which are difficult to predict and often beyond the control of the Company. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements, and that could adversely affect the Company’s future financial performance, include the following:

* We depend on reliable sources of energy and raw materials, including petroleum-based materials and other supplies, at a reasonable cost, but availability of such materials and supplies could be interrupted and/or the prices charged for them could escalate. * The markets in which we participate are highly competitive and subject to intense price competition. * We are striving to improve operating margins through sales growth, price increases, productivity gains, improved purchasing techniques and restructuring activities, but we may not be successful in achieving the desired improvements. * Our products are sold into industries where demand is unpredictable, cyclical or heavily influenced by consumer spending. * The global scope of our operations exposes us to risks related to currency conversion rates and changing economic, social and political conditions around the world. * We have a growing presence in the Asia-Pacific region where it can be difficult for a U.S.-based company to compete lawfully with local competitors. * Regulatory authorities in the U.S., European Union and elsewhere are taking a much more aggressive approach to regulating hazardous materials and those regulations could affect our sales and operating profits. * Our operations are subject to operating hazards and, as a result, to stringent environmental, health and safety regulations and compliance with those regulations could require us to make significant investments. * We depend on external financial resources and any interruption in access to capital markets or borrowings could adversely affect our financial condition. * Interest rates on some of our external borrowings are variable, and our borrowing costs could be affected adversely by interest rate increases. * Many of our assets are encumbered by liens that have been granted to lenders, and those liens affect our flexibility in making timely dispositions of property and businesses. * We are subject to a number of restrictive covenants in our credit facilities, and those covenants could affect our flexibility in funding strategic initiatives. * We have significant deferred tax assets, and our ability to utilize these assets will depend on our future performance. * We are a defendant in several lawsuits that could have an adverse effect on our financial condition and/or financial performance, unless they are successfully resolved. * Our businesses depend on a continuous stream of new products, and failure to introduce new products could affect our sales and profitability. * We are subject to stringent labor and employment laws in certain jurisdictions in which we operate and party to various collective bargaining arrangements, and our relationship with our employees could deteriorate, which could adversely impact our operations. * Employee benefit costs, especially post-retirement costs, constitute a significant element of our annual expenses, and funding these costs could adversely affect our financial condition. * Our restructuring initiatives may not provide sufficient cost savings to justify their expense. * We are exposed to intangible asset risk. * We have in the past identified material weaknesses in our internal controls, and the identification of any material weaknesses in the future could affect our ability to ensure timely and reliable financial reports. * We are exposed to risks associated with acts of God, terrorists and others, as well as fires, explosions, wars, riots, accidents, embargoes, natural disasters, strikes and other work stoppages, quarantines and other governmental actions, and other events or circumstances that are beyond our control.

Additional information regarding these risk factors can be found in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2008 and other SEC filings.

The risks and uncertainties identified above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial also may adversely affect the Company. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on the Company’s business, financial condition and results of operations.

This release contains time-sensitive information that reflects management’s best analysis only as of the date of this release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.


Ferro Corporation Investor Contact: David Longfellow, 216-875-7155 Director, Investor Relations E-mail: longfellowd@ferro.com or Media Contact: Mary Abood, 216-875-6202 Director, Corporate Communications E-mail: aboodm@ferro.com

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