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Lonza to Acquire Arch Chemicals to Create the World's Leading Microbial Control Business


Acquisition significantly strengthens and balances Lonza's life science portfolio

Lonza Group Ltd., one of the world's leading suppliers to the pharmaceutical, healthcare and life science industries, and Arch Chemicals, Inc., a global biocides company providing innovative solutions to destroy or to selectively inhibit the growth of harmful microorganisms, announced that they have signed an agreement pursuant to which Lonza has agreed to commence a tender offer for 100 percent of Arch Chemicals' outstanding shares of common stock at a price of $47.20 per share in cash.

Lonza's offer represents a 36.7% premium to Arch Chemicals' average closing price over the last 30 trading days. Based on the offer price for all the outstanding shares, Arch Chemicals' enterprise value would be $1.4 billion (approximately CHF 1.25 billion). Lonza expects to commence the tender offer by July 15, 2011 and to complete the tender offer later in 2011.

"This transaction represents an excellent strategic and cultural fit,” said Stefan Borgas, CEO of Lonza. “Lonza and Arch Chemicals offer highly complementary products and technologies and together will be the global leader in controlling unwanted microbes. The business will enjoy a strong platform for accelerated future growth for the benefit of all our stakeholders."

"We are pleased to have reached this agreement with Lonza, a company that knows our business well and shares our commitment to continuous improvement in innovation, operational excellence, safety and sustainability,” Michael Campbell, chairman, president and CEO of Arch Chemicals, added. “We are confident that we have found the right strategic partner to help our business reach the next level of success. This compelling transaction offers Arch Chemicals shareholders a meaningful premium for their shares and will create exciting opportunities for Arch Chemicals employees, while enhancing offerings for customers."

Upon completion of the transaction, Lonza will have the world's leading microbial control business with 2010 pro-forma sales in this life science market of approximately $1.6 billion, combining the complementary product solutions of both companies. Customers, as a result, will have in Lonza a complete solutions provider for their microbial control needs, and the new business will be ideally positioned to increase R&D and product development spending across its broader product portfolio.

The hygiene, water treatment, materials protection and personal care segments are expected to be the key growth sectors for the combined business.

"The acquisition of Arch Chemicals is the next logical step in Lonza's life science focused strategy," continued Mr. Borgas. "It will allow us to expand our non-pharma life science business to achieve a well-balanced profile based upon two world leading growth businesses - pharmaceutical contract manufacturing and microbial control. The acquisition of Arch Chemicals will further strengthen our position in the attractive microbial control market. I am confident that this acquisition will create substantial value for our customers and thus for our employees and shareholders."

The global microbial control market is currently valued at approximately $10 billion, and is growing at approximately 4-6% per annum. The key end-use segments of the market – water treatment, hygiene, materials protection and personal care – are growing at faster rates. The largest markets are North America, Europe and Japan. The fastest growing microbial control markets are Brazil, India, China and South Africa.

Arch Chemicals is one of the leading companies in the microbial control market with 23 primary manufacturing and research facilities around the world. Arch Chemicals currently employs approximately 3,000 people and is headquartered in Norwalk, CT. In 2010, Arch Chemicals had sales of approximately $1.4 billion, of which approximately $1.2 billion were from microbial control products.