8
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of
the Commission Only (as
[ ] Definitive Proxy Statement permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[x] Soliciting Material Under Rule 14a-12
ChemFirst Inc.
--------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------------
Introduction
o Welcome to the call. This is Ann Gualtieri, Vice President of investor
relations for DuPont.
o As you know, DuPont announced yesterday that it has signed a
definitive agreement to acquire ChemFirst. The purpose of this call is
to briefly review the strategic rationale for this acquisition and
provide an opportunity for clarifying questions from the investment
community.
o With me on the call are:
- Dave Miller, Vice President and General Manager of the DuPont
Electronic Technologies business...joining us from his office in
Research Triangle Park, North Carolina;
- Jeff Coe, Vice President and General Manager of the DuPont
Chemical Solutions Enterprise, here with me.
- And joining us on the line from Jackson, Mississippi, are Kelly
Williams, Chairman and CEO of ChemFirst, and Mike Summerford,
President and Chief Operating Officer of ChemFirst
o Let me remind you that this call is open to the media and the general
public on a listen only mode. A separate call is scheduled for 12:45
to respond to questions from the media.
o Members of the investment community who are on DuPont's Email list
have a short power point presentation attached to our notification of
this conference call. Others on the call may access the presentation
from DuPont's website (www.dupont.com) by clicking on the investor
center. These slides are supplementary to my remarks.
o During the course of this conference call, we may make forward looking
statements. All statements that address expectations or projections
about the future are forward looking statements. Although they reflect
our current expectations, these statements are not guarantees of
future performance, but involve a number of risks. We urge you to
review both DuPont and ChemFirst SEC filings for a discussion of some
of the factors that could cause actual results to differ materially.
Let me start with a description of ChemFirst. As you can see on slide 1,
ChemFirst comprises three operating units. ChemFirst Electronic Materials
and EKC Technologies are leading, global suppliers of products used to
manufacture semiconductor chips. Taken together, sales for these units were
$86 million last year. The third operating unit - First Chemical
Corporation -- is a major producer of polyurethane intermediates, primarily
aniline, with 2001 sales of $192 million.
DuPont will acquire ChemFirst in a cash transaction valued at $408 million,
with a ChemFirst per share value of $29.20. This represents a a 28%%
premium to yesterday's closing share price, and an 11% premium to the 6
month average share price. The acquisition is expected to be about one cent
per share dilutive in the first 12 months, due to integration costs, and
accretive thereafter
The closing of the transaction is subject to approval of ChemFirst
shareholders and regulatory approval. We expect to close in the 4Q.
Our primary objective in acquiring ChemFirst is to strengthen DuPont's
Electronic and Communications Technologies growth platform. At the same
time, we expect the excellent fit of ChemFirst's aniline business with
DuPont's Chemical Solutions Enterprise to add attractive earnings to the
equation. Slide 2 summarizes the overall strategic fit of ChemFirst.
I will first cover the fit with DuPont Electronic Technologies.
---------------------------------------------------------------
ChemFirst's strong position in the semiconductor industry will complement
DuPont's existing product portfolio and enhance our efforts to develop and
commercialize the next generation of materials for market segments that are
expected to grow at double-digit rates. In particular:
o ChemFirst is a leading manufacturer of photoresist polymers for the
current generation of high-end (248nm) semiconductor chips. In
addition to being attractive in its own right, this business would
give us access to several technologies critical to the manufacture and
commercialization of DuPont's next-generation (193nm and 157nm)
polymers -- which have a projected 13% CAGR.
o ChemFirst also has a leading global position in strippers and removers
for semiconductor fabrication, which would strengthen our access to
and relationships with semiconductor manufacturers worldwide. Demand
for these materials is projected to grow at 14% CAGR.
o Finally, ChemFirst has an emerging position in slurries for chemical
mechanical planarization (CMP), which is critical for advanced
semiconductors. Use of CMP technology is expected to grow at a more
than >20% CAGR, as smaller and smaller features are incorporated in
semiconductor chips. ChemFirst's CMP technologies and products are
complementary to those of DuPont's CMP joint venture with Air
Products, and will be offered to the JV per our agreement with Air
Products..
o Slides 3 and 4 highlight ChemFirst's position in the key electronic
materials segments that it serves.
Turning to the Chemicals side of the acquisition:
o ChemFirst's chemicals operations focus on aniline, which DuPont also
produces. Aniline is a key intermediate used to make monomers for
rigid polyurethane foam, a mid-performance polymer used mainly in the
construction, automotive, and appliance industries. Rigid
polyurethanes are growing at approximately 2x GDP as they continue to
replace metal and wood. ChemFirst's aniline business is quite
profitable and a good cash generator.
o ChemFirst also produces a family of toluene-based intermediates, which
are also sustainably profitable cash generators.
o By acquiring ChemFirst, DuPont will be able to realize significant
synergies in technology, operations, and supply chains, while also
diversifying its customer base.
To Conclude: We are excited about the growth and earnings potential
inherent in the ChemFirst acquisition. ChemFirst is an excellent fit with
two of DuPont's five growth platforms. It provides products and
technologies that complement DuPont's current and future presence in fast
growing segments within the semiconductor industry. And it's chemical
intermediates business will add attractive earnings from day one.
We will now open the line to questions.
* * * * * * * * * * * * * *
In connection with the transaction discussed in this call, ChemFirst Inc.
intends to file a proxy statement with the Securities and Exchange
Commission. Security holders are urged to read the proxy statement when it
becomes available because it will contain important information. Security
holders may obtain a free copy of the proxy statement when it becomes
available, as well as other materials filed with the Securities and
Exchange Commission concerning ChemFirst, at the Securities and Exchange
Commission's web site at http://www.sec.gov. Security holders of ChemFirst
Inc. may also obtain for free the proxy statement filed by ChemFirst Inc.
with the Securities and Exchange Commission in connection with the
transaction by directing a request to ChemFirst Inc., Attention: Investor
Relations Department, P.O. Box 1249, Jackson, MS 39215-1249, (601)
949-0213.
ChemFirst Inc. and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from ChemFirst shareholders
with respect to the transaction. Information regarding these directors and
executive officers and their ownership of ChemFirst common stock is
contained in ChemFirst Inc.'s proxy statement on Schedule 14A, filed with
the Securities and Exchange Commission on March 25, 2002, in connection
with the 2002 annual meeting ChemFirst shareholders. Investors may obtain
additional information regarding the interests of such participants by
reading the proxy statement regarding the transaction when it becomes
available.