Market Overview

MPM Holdings Inc. Enters into Agreement to be Acquired by Investor Group Consisting of SJL Partners, KCC Corporation and Wonik QnC Corporation


Transaction Valued at Approximately $3.1 Billion

MPM Holdings Inc. ("Momentive" or the "Company") (OTCQX:MPMQ), a global
silicones and advanced materials company, and SJL Partners LLC ("SJL"),
KCC Corporation (KS:002380) ("KCC") and Wonik QnC Corporation
(KOSDAQ:074600) ("Wonik") (collectively, the "Investor Group"), today
announced that they have entered into a definitive merger agreement
whereby the Investor Group will acquire Momentive in a transaction
valued at approximately $3.1 billion, including the assumption of net
debt, pension and OPEB liabilities.

Based in Waterford, New York, Momentive develops and manufactures
specialty silicones and silanes, as well as fused quartz and specialty
ceramics products. Momentive has a more than 75-year track record of
creating products and solutions to serve more than 4,000 customers in
over 100 countries. The Company has a global network of 24 production
sites and 12 research and development facilities.

"Today's announcement is the result of a thoughtful and comprehensive
review of the strategic growth and value creation opportunities
available to the Company," said Jack Boss, Chief Executive Officer and
President at Momentive. "We believe this is a great outcome for all of
our stakeholders, delivering maximum value to our stockholders while
positioning the Company for long-term growth and future job creation
that will benefit our talented employees across the globe, customers and
suppliers. The transaction will not only allow our silicones and quartz
businesses to benefit from KCC and Wonik's industry expertise but will
also further enhance Momentive's global leadership position by expanding
our portfolio of products, broadening our geographic reach and
strengthening our financial position. We look forward to partnering with
the exceptional teams at KCC, Wonik and SJL after the transaction closes
to continue providing specialized products and services to our global

Steve Lim, Chairman and Managing Partner of SJL, representing the
Investor Group said, "On behalf of KCC, Wonik and SJL, we are eager to
begin this partnership with Jack and the Momentive team. As a result of
this highly strategic transaction the combined company will have
superior capabilities to better compete in today's global market. The
combination of Momentive's leading product portfolios, KCC and Wonik's
reach into an expanded geographical market and SJL's solid investment
backing and private equity expertise will further position the Company
for long-term success."

Under the terms of the agreement, which has been unanimously approved by
the Boards of Directors of Momentive, KCC and Wonik, the investment
committee of SJL and by requisite vote of Momentive's stockholders, the
Investor Group will assume Momentive's net debt obligations subject to
minimum closing cash requirements of $250 million. Momentive
stockholders will receive $32.50 for each share of common stock they own
subject to minimum closing cash requirements.

The transaction will be financed through a combination of cash and new
debt that will be put in place at closing. The transaction is not
subject to any financing contingency and is expected to close in the
first half of 2019, subject to regulatory approvals and other customary
closing conditions.

Goldman Sachs & Co LLC and Moelis & Company LLC are serving as financial
advisors to Momentive. Paul, Weiss, Rifkind, Wharton & Garrison LLP is
serving as primary legal counsel to Momentive. UBS Investment Bank is
serving as financial advisor to the Investor Group, and Greenberg
Traurig, LLP is serving as legal counsel.

About Momentive
Momentive is a global leader in silicones
and advanced materials, with a more than 75-year heritage of being first
to market with performance applications that support and improve
everyday life. Momentive delivers science-based solutions for major
industries, by linking its custom technology platforms to allow the
creation of unique solutions for customers. Additional information is
available at

About KCC Corporation
Based in Seoul, South Korea, KCC
Corporation is a leading chemicals manufacturer in Korea, specializing
in paints, building materials and specialty materials. It also engages
in the silicones business for developing products in the fields of
specialized paints and precision chemical engineering. KCC Corporation
was founded in 1958 and is headquartered in Seoul, South Korea.
Additional information is available at

About Wonik QnC Corporation
Wonik QnC Corporation
manufactures and sells quartz and ceramic wares used in the production
of semiconductor wafers. The company's Quartz division provides quartz
wares used in the production of semiconductor IC's, as well as products
used in the production of semiconductors, LCDs, LEDs, and solar cells.
Its Ceramic division offers ceramics materials, including aluminum
nitride, silicon carbide, and boron nitride composite. Wonik QnC
Corporation was founded in 1983 and is headquartered in Gumi, South
Korea. Additional information is available at

About SJL Partners
SJL is a private equity investment
manager focused on partnership investments with market-leading strategic
companies to support their organic and inorganic growth, including
bolt-on acquisitions. SJL's portfolio includes investment into Celltrion
Holdings, Korea's leading biosimilar drug manufacturer, and Vigevano,
one of the earliest distributors of leading fashion brands and leather
goods in Korea. Additional information is available at

Forward-Looking and Cautionary Statements

Certain statements in this press release are forward-looking statements
within the meaning of and made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, including statements
related to the benefits and anticipated timing of the merger transaction
and expectations or predictions of future financial or business
performance. In addition, our management may from time to time make oral
forward-looking statements. All statements, other than statements of
historical facts, are forward-looking statements. Forward-looking
statements may be identified by the words "believe," "expect,"
"anticipate," "project," "plan," "estimate," "may," "will," "could,"
"should," "seek" or "intend" and similar expressions. Forward-looking
statements reflect our current expectations and assumptions regarding
our business, the economy, the merger agreement, and other future events
and conditions and are based on currently available financial, economic
and competitive data and our current business plans. Actual results
could vary materially depending on risks and uncertainties that may
affect our operations, markets, services, prices and other factors as
discussed in the Risk Factors section of our most recent Annual Report
on Form 10-K, this press release, and our other filings with the
Securities and Exchange Commission (the "SEC"). While we believe our
assumptions are reasonable, we caution you against relying on any
forward-looking statements as it is very difficult to predict the impact
of known factors, and it is impossible for us to anticipate all factors
that could affect our actual results. Important factors that could cause
actual results to differ materially from those in the forward-looking
statements include, but are not limited to: a weakening of global
economic and financial conditions, interruptions in the supply of or
increased cost of raw materials, the impact of work stoppage and other
incidents on our operations, changes in governmental regulations or
interpretations thereof and related compliance and litigation costs,
adverse rulings in litigation, difficulties with the realization of our
cost savings in connection with strategic initiatives, including
transactions with our affiliate, Hexion Inc., pricing actions by our
competitors that could affect our operating margins, the impact of our
growth and productivity investments, our ability to realize the benefits
there from, and the timing thereof, our ability to obtain additional
financing, and risks related to the merger agreement including the risk
that the necessary regulatory approvals may not be obtained or may be
obtained subject to conditions that are not anticipated, risks that any
of the closing conditions to the proposed merger may not be satisfied or
may not be satisfied in a timely manner, the risk that the businesses
will not be integrated successfully, that such integration may be more
difficult, time-consuming or costly than expected or that the expected
benefits of the acquisition will not be realized, potential customer
losses and business disruption following the announcement or
consummation of the proposed transaction, potential litigation relating
to the merger transaction, the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement, the effect of the announcement or pendency of the transaction
on the Company's business relationships, operating results, and business
generally, and the other factors listed in the Risk Factors section of
our SEC filings. All forward-looking statements are expressly qualified
in their entirety by this cautionary notice. The forward-looking
statements made by us speak only as of the date on which they are made.
Factors or events that could cause our actual results to differ may
emerge from time to time. We undertake no obligation to publicly update
or revise any forward-looking statement as a result of new information,
future events or otherwise, except as otherwise required by law.

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