Rockwood Announces Commencement of Asset Sale Offer to Purchase Up to $400 Million of Senior Notes

PRINCETON, N.J.--(BUSINESS WIRE)--

Rockwood Holdings, Inc. ROC today announced that its wholly-owned subsidiary Rockwood Specialties Group, Inc. (“RSGI”) is commencing a cash tender offer (the “Asset Sale Offer”) to purchase up to $400 million aggregate principal amount (the “Offer Amount”) of its 4.625% Senior Notes due 2020 (the “Notes”), at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest thereon, to but not including the date of purchase.

The Asset Sale Offer is being made pursuant to the indenture governing the Notes as a result of the Company's sale of its Advanced Ceramics segment and Clay-based Additives business. Those sales constituted “Asset Sales” under the indenture governing the Notes. The source of funds is cash on hand.

The Asset Sale Offer will expire at midnight, New York City time, on May 14, 2014, unless extended by RSGI, in its sole discretion (the “Expiration Time”). If the aggregate principal amount of Notes validly tendered (and not validly withdrawn) in the Asset Sale Offer exceeds the Offer Amount, the trustee under the indenture governing the Notes will select the Notes to be accepted for purchase on a pro rata basis (with such adjustments as may be needed so that only Notes in minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof will be so purchased). Tenders of the Notes must be made on or prior to the Expiration Time and may be validly withdrawn at any time on or prior to the Expiration Time.

In the event that the aggregate principal amount of tendered and accepted Notes is less than the Offer Amount, any amount less than the Offer Amount not used for the purchase of Notes pursuant to the Asset Sale Offer will be available for use in any manner permitted under the indenture.

The Asset Sale Offer is being made pursuant to an Offer to Purchase, dated April 17, 2014, and related documents (collectively, the “Offer Documents”), which set forth the complete terms and conditions of the Asset Sale Offer. The Asset Sale Offer is made only by and pursuant to the terms set forth in the Offer Documents, and the information in this press release is qualified by reference to those documents. Subject to applicable law, RSGI may amend, extend or terminate the Asset Sale Offer.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Asset Sale Offer does not constitute an offer to purchase Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws.

The Asset Sale Offer is being made only pursuant to the Offer Documents that RSGI will distribute to its Noteholders, and Noteholders should read carefully the offer documents because they contain important information, including the various terms of, and conditions to, the Asset Sale Offer. Noteholders are urged to carefully read these materials prior to making any decision with respect to the Asset Sale Offer.

Rockwood Holdings, Inc. based in Princeton, N.J., is a leading global developer, manufacturer and marketer of technologically advanced and high value-added specialty chemicals, with a market capitalization of more than $5 billion. It is the leading integrated and lowest cost global producer of lithium and lithium compounds that has been an enabler of the significant global growth of mobile devices by providing adequate lithium supply used in lithium-ion batteries for electronics and alternative transportation. The company is also the second largest global producer of products and services for metal processing, servicing the luxury European automotive and aerospace industry.

With approximately 3,500 employees in 17 countries and over 50,000 customers, Rockwood's materials result in end-use products for nearly every industry and generate annual net sales of approximately $1.4 billion in 2013 (after adjustment for discontinued operations).

The information set forth in this press release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the business, operations and financial condition of Rockwood Holdings, Inc. and its subsidiaries and affiliates ("Rockwood"), including with respect to the Asset Sale Offer. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "predicts" and variations of such words or expressions are intended to identify forward-looking statements. Although Rockwood believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, there can be no assurance that its expectations will be realized. "Forward-looking statements" consist of all non-historical information, including any statements referring to the prospects and future performance of Rockwood, including without limitation, the payment of future dividends. Actual results could differ materially from those projected in Rockwood's forward-looking statements due to numerous known and unknown risks and uncertainties, including, among other things, the "Risk Factors" described in Rockwood's periodic reports on file with the Securities and Exchange Commission. Rockwood does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.