Specialty Chemical Companies Crompton & Knowles, Witco To Merge

The boards of directors of Crompton & Knowles Corp. (Stamford, CT) and Witco Corp. (Greenwich, CT), two of the world's leading producers of specialty chemicals, have approved a definitive agreement for a tax-free, stock-for-stock merger of equals. The merger will result in the creation of one of the largest specialty chemical companies in the world—C&K Witco Corp. The combined company, which will be headquartered in Connecticut, will have approximately 10,000 employees and hold global market leadership positions in additives, polymers and processing equipment, and specialty chemicals.

Under the agreement, each share of Crompton & Knowles common stock will be converted into one share of C&K Witco, and each share of Witco common stock will be exchanged for 0.9242 shares of common stock of the new company. The combined company will be owned (on a fully diluted basis) approximately 55% by current shareholders of Crompton & Knowles and approximately 45% by current shareholders of Witco. The combination will be treated as a purchase for accounting purposes.

E. Gary Cook, currently chairman, president, and CEO of Witco, will serve as chairman of the board of C&K Witco. Vincent Calarco, currently chairman, president, and CEO of Crompton & Knowles will serve as president and CEO of C&K Witco. The board of directors will consist of a total of 14 members, seven from each of the boards of directors of Crompton & Knowles and Witco.

C&K Witco's portfolio of businesses will include:

• An additives business, which will produce a broad range of products to improve performance of plastics, rubber, and lubricants.
• A specialty chemicals business, which will produce crop protection, silicones, and industrial surfactants.
• A polymers and processing equipment business, which will produce EPDM, urethanes, and plastics processing equipment.

As a result of the merger, C&K Witco expects to offer more products to existing customers, bring new technologies to the marketplace more quickly, and achieve broader global reach. In addition, the company anticipates saving approximately $60 million per year by the second full year of combined operations, as a result of increased purchasing power, elimination of duplicative corporate and administrative programs, and greater efficiencies in operations and business processes.

Crompton & Knowles Corp. and Witco Corp. are both global manufacturers of specialty chemicals.

For more informattion, call Robert Harwood of Crompton & Knowles at 203-353-5437, or Patricia McLean of Witco at 203-552-2273.