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MERGERS & ACQUISITIONS

VALUATIONS IN THE SPECIALTY CHEMICAL

MARCH 2004

Robert D. Frost Principal 612 303-8248 [email protected]

M. Shane McDaniel Associate 612 303-1254 [email protected]

Scott T. Hartman Analyst 612 303-1245 [email protected] March 2004

TABLE OF CONTENTS

Part I: Executive Summary ...... 2

Part II: Public Company Valuations ...... 5

Part III: Comparable Transactions ...... 9

Part IV: Trends: Specialty vs. Basic ...... 12

Part V: Valuation Outlook ...... 14

Appendix I ...... 15

Appendix II ...... 17

Piper Jaffray M&A Insights Valuations in the Specialty | 1 March 2004

PART I—EXECUTIVE SUMMARY

Preface In this report, we take a closer look at valuations within the specialty chemical industry. In particular, we focus on the prices at which companies are trading in the public markets and the prices paid in ("M&A") activity. These two valuation techniques will be applied to various public and private companies within the seven sectors previously defined in our November 2003 report entitled Specialty Chemical Industry Overview. We also analyze the relative valuations of specialty and basic chemical manufacturers over time and provide a broad outlook on industry valuation overall.

Valuation Overview The principal determinant of value for a specialty chemical company is its ability to generate future free flow, which is a direct result of revenue growth, profitability and capital investment requirements. Two common methods of valuing a company based on future free cash flow generation are: (i) a discounted cash flow analysis and (ii) a analysis. While these two methods allow for a detailed valuation analysis, they also require information that is not widely available and a number of highly subjective assumptions. Two other useful yardsticks to gauge valuation, which are consequently used in this report, are: (i) the prices at which companies trade in the public markets and (ii) the prices paid in mergers and acquisitions transactions. In this context, prices are reflected as a multiple of revenue, EBIT (earnings before interest and ) and EBITDA (earnings before interest, taxes, depreciation and amortization). It should be noted that the majority of the companies selected for our analyses had enterprise values in excess of $1 billion. Valuations of individual companies can vary substantially as a result of factors such as size, growth prospects and margins.

Public Company Our December 12, 2003 analysis of publicly traded specialty chemical companies reveals Valuations the following:

Exhibit I

LTM MARGINS AND TRADING MULTIPLES

Financial Metric Mean Median

Operating Margin 8.8% 9.2%

EBITDA Margin 14.0% 13.8%

EBIT Multiple 15.0x 13.3x

EBITDA Multiple 9.3x 8.9x

Source: Piper Jaffray estimates and company reports

2 | Valuations in the Specialty Chemical Industry Piper Jaffray M&A Insights March 2004

Comparable Our analysis of M&A transactions between 1996 and December 29, 2003 reveals the Transactions following:

Exhibit II

LTM TRANSACTION MULTIPLES

Financial Metric Mean Median

EBIT Multiple 11.2x 11.2x

EBITDA Multiple 8.2x 7.7x

Source: Thomson Financial Securities and Piper Jaffray estimates

Valuation Trends & Historically, specialty chemical manufacturers have garnered premium valuations in the Outlook public markets relative to their basic chemical counterparts. This was certainly true throughout most of the 1990s and even early into the new millennium. In recent years this trend has reversed, however, as many specialty companies have traded and continue to trade at multiples similar to or below those of basic manufacturers. Despite improved financial performance in the near term by many specialty manufacturers, this trend remains evident in today's markets. Influencing this trend have been a number of dynamics in the chemical industry, public equity markets and community. These dynamics include: (i) a lack of critical financial mass in the industry, (ii) the scaling back of sector research coverage, (iii) the challenging operating environment in recent years, (iv) the commoditization of certain specialty chemicals and (v) less investor distinction between chemical .

Exhibit III

SPECIALTY VS. BASIC—MEDIAN LTM EV/EBITDA MULTIPLES

12.0x

10.0x

8.0x

6.0x

4.0x

2.0x

0.0x 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

Specialty Basic

Note: LTM multiples are as of December 31 Source: Piper Jaffray estimates

Piper Jaffray M&A Insights Valuations in the Specialty Chemical Industry | 3 March 2004

Despite the relative valuation trends currently visible in the public markets, we believe there are a significant number of specialty chemical properties with potential to achieve very attractive valuations in the M&A marketplace. Many of these are middle market companies that hold solid competitive positions in markets that are highly fragmented, enjoying significant growth, and have other favorable characteristics. An improving economy, a more active strategic buyer environment and increased interest by the community all play favorably for potential sellers. Overall, we expect premium valuations will continue to be derived for those companies that have supportable growth prospects, strong customer relationships, proprietary products, leading market positions and solid teams.

4 | Valuations in the Specialty Chemical Industry Piper Jaffray M&A Insights March 2004

PART II—PUBLIC COMPANY VALUATIONS

In general, the specialty chemical industry is highly fragmented with a large number of private companies holding a significant share in particular market sectors. This holds true for most of the seven sectors we focus on in this report. In addition to these private companies, there are a significant number of publicly traded specialty chemical companies. These companies range from smaller, focused companies, such as H.. Fuller with less than $850 million in market capitalization, to large, diversified companies, such as EI DuPont de Nemours, which exceeds $44 billion in market capitalization. For analysis purposes, we have divided the public companies into categories based on their product portfolio and strategy. These categories include our seven focus segments, as well as a category for diversified and other specialty manufacturers. The diversified category includes companies that sell a variety of different specialties and have at least one product category that fits into our focus sectors. The other specialty manufacturers category includes a group of companies that produce specialty chemicals that primarily fall outside of our core focus segments. The companies are classified in this manner in order to emphasize the difference in valuation and profitability inherent in different sectors of the industry.

Exhibit IV

PROFITABILITY LTM Financial Summary Gross Operating EBITDA Net Industry Margin Margin Margin Margin Diversified Mean 27.9% 8.2% 14.6% 4.2% Median 29.4% 7.8% 15.0% 5.5% & Sealants Mean 29.2% 7.2% 11.2% 4.1% Median 29.2% 7.2% 11.2% 4.1% Agricultural Chemicals Mean 25.3% 9.6% 16.4% 3.6% Median 26.9% 10.6% 17.4% 4.2% Electronic Chemicals Mean 35.2% 11.7% 18.6% 6.2% Median 29.4% 11.6% 17.7% 5.5% I & I Cleaners Mean 46.1% 9.1% 13.6% 4.7% Median 46.1% 9.1% 13.6% 4.7% & Coatings Mean 35.5% 9.8% 14.2% 5.0% Median 34.5% 10.4% 13.5% 5.7% Plastic Additives Mean 28.0% 7.6% 13.9% 4.3% Median 24.4% 9.2% 14.8% 5.7% Water Treatment Chemicals Mean 25.5% 5.9% 9.1% 2.7% Median 24.4% 3.8% 9.1% 2.0% Other Specialties Mean 26.7% 8.0% 12.2% 4.8% Median 25.7% 7.7% 12.2% 4.8%

High 50.7% 20.4% 27.5% 13.6% Mean 29.3% 8.8% 14.0% 4.5% Median 28.6% 9.2% 13.8% 4.6% Low 1.9% 0.3% 1.6% 0.1%

ACC Composite1 Mean 8.8% 16.9%

1American Chemistry Council 2002 estimates for specialty chemical industry profitability Note: Analysis as of 12/12/03. Overall mean and median figures are calculated counting all companies once. Source: Piper Jaffray estimates and company reports

Piper Jaffray M&A Insights Valuations in the Specialty Chemical Industry | 5 March 2004

There is a noticeable difference in profitability between the various groups. Overall, the electronic chemicals group generated the highest mean and median operating margins with 11.7% and 11.6%, respectively. The group's median margin is approximately 120 basis points higher than that of the paints and coatings group and almost 800 basis points above the lowest group, water treatment chemicals. This difference is attributable to a number of factors, including the competitive structure of the industries and the relative "value-add" of the specialty chemical products in the end-use process. The companies within the electronic chemicals group focus on creating a limited number of products for a specialized area within the industry. Companies also tend to have less direct competition since there are many different processes in the production and cleaning of electronics and manufacturers choose to compete only in a focused area of the market. Additionally, the electronic chemicals industry plays a central role in the manufacturing of electronic components, which gives chemical manufacturers the potential to generate superior margins through proprietary formulations and value-added services and capabilities.

With respect to EBITDA margins, there is also a difference across the groups. Mean margins ranged from 9.1% in the water treatment chemical group to 18.6% for the electronic chemicals group. Although there is significant variance in EBITDA margins among companies in the diversified group, the average margin was 60 basis points higher than the collective average of 14.0%. This is to be expected, as many diversified chemical companies tend to be price setters rather than price followers in their markets. Additionally, they often achieve synergies in production, management and that allow them to generate incrementally higher margins.

Operating and EBITDA margins in the specialty chemical industry have been on the decline since the mid-1990s due to a more intense competitive environment and weakened industry fundamentals. In an effort to improve margins and ultimately performance, specialty chemical companies of all sizes have recently implemented major programs. In 2000 and 2001 alone, Rohm & Haas, Great Lakes Chemical, Dow Chemical, ICI and Crompton initiated major cost-cutting efforts. For a more detailed look at profitability at the company level, please see Appendix I.

Exhibit V

SPECIALTY CHEMICAL MARGINS

25%

20%

15%

10%

5%

0% 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002

Operating Margin EBITDA Margin

Source: American Chemistry Council

6 | Valuations in the Specialty Chemical Industry Piper Jaffray M&A Insights March 2004

Exhibit VI

MULTIPLE VALUATION

P/E Multiples LTM Multiples Company Value/ Industry 2003 CY 2004 CY Revenues EBIT EBITDA

Diversified Mean 20.7x 16.1x 1.4x 13.5x 9.5x Median 19.4x 15.0x 1.4x 12.4x 8.8x

Adhesives & Sealants Mean 19.0x 17.0x 1.2x 16.3x 10.3x Median 19.0x 17.0x 1.2x 16.3x 10.3x

Agricultural Chemicals Mean 17.5x 14.5x 1.4x 15.3x 8.6x Median 18.1x 14.1x 1.4x 12.6x 7.7x

Electronic Chemicals Mean 26.0x 20.4x 2.2x 19.3x 11.1x Median 24.7x 19.9x 1.9x 20.0x 10.9x

I & I Cleaners Mean 22.0x 19.5x 1.5x 15.1x 10.2x Median 22.0x 19.5x 1.5x 15.1x 10.2x

Paints & Coatings Mean 21.1x 16.1x 1.3x 14.4x 9.4x Median 17.3x 14.8x 1.3x 12.9x 8.9x

Plastic Additives Mean 20.9x 17.3x 1.1x 16.4x 8.3x Median 18.1x 15.0x 1.1x 14.7x 8.0x

Water Treatment Chemicals Mean 22.3x 19.3x .9x 21.1x 8.9x Median 18.1x 19.7x .9x 23.0x 7.8x

Other Specialties Mean 18.2x 14.9x 1.0x 13.0x 8.9x Median 16.4x 15.2x .9x 12.6x 9.1x

High 38.3x 27.9x 4.2x 29.4x 16.1x Mean 20.1x 16.4x 1.3x 15.0x 9.3x Median 17.9x 15.3x 1.2x 13.3x 8.9x Low 11.8x 10.1x .2x 8.6x 5.5x

Note: Analysis as of 12/12/03. Overall mean and median figures are calculated counting all companies once. Source: Piper Jaffray estimates and company reports

Finally, there are inherent valuation differences between the sectors. The companies in the electronic chemicals and water treatment sectors trade at a significant premium relative to their 2004 earnings compared to their peers. The electronic chemicals group had a mean forward PE ratio of 20.4x, which is approximately 20% higher than the overall mean and approximately 40% higher than the lowest group, agricultural chemicals. In terms of EBITDA, the highest median multiples were generated by the electronic chemicals (10.9x), adhesives and sealants (10.3x) and I&I cleaners (10.2x) groups. Although one might expect the diversified group to trade at significantly higher multiples than the collective sectors, the group only generated a median multiple of 9.5x or 0.2x above the overall median. One reason for this is the presence of Bayer, BASF, ICI, Ciba and Akzo Nobel, which have publicly traded American Depository Receipts ("ADRs") and are trading at lower multiples than many of their domestic peers.

Although the specialty chemical industry has few pure-play companies, most companies' activities are more concentrated than the large-cap, diversified manufacturers. While many of the domestic diversified companies are trading at high multiples, some of the more specialized companies have been achieving above average EBITDA multiples. Corporation of Saskatchewan (13.5x) and Cabot Microelectronics (15.3x) are among them. Potash has demonstrated strong earnings resilience over the last few years, as its

Piper Jaffray M&A Insights Valuations in the Specialty Chemical Industry | 7 March 2004

potash business has expanded due to the development of potash deposits in Canada, and its portfolio diversification into industrial and animal feed markets have provided a more stable earnings base than that of other manufacturers. Cabot Microelectronics' excellent results are largely due to its focus on a 75-80% share of the polishing slurry market for chemical planarization. A more detailed picture of individual company and sector valuations can be found in Appendix II.

Stock Performance The recent uptick in the is also affecting valuation. Investor confidence has increased as the economy has shown positive signs and geopolitical concerns diminish. The companies in our focus groups saw share prices appreciate 26.8% during 2003 and at the time of our analysis, approximately 70% of these companies were trading within 10% of their 52-week highs.

Publicly traded specialty chemical stocks have benefited as capital inflows into the equity markets have improved over the past several months. The companies in our focus groups kept pace with the performance of the broader market, which saw favorable gains from the strong recovery in more volatile sectors such as , communications and energy. Overall, we expect the future performance of the specialty chemical sector to be driven by the timing and strength of a recovery in overall U.S. economic activity.

Exhibit VII

2003 EQUITY PERFORMANCE

130 125 120 115 110 105 100 95 Indexed Prices 90 85 80 75 12/31/02 2/10/03 3/21/03 5/1/03 6/11/03 7/22/03 9/1/03 10/10/03 11/20/03 12/31/03

S&P 500 Piper Jaffray Focus Group

Source: Factset

8 | Valuations in the Specialty Chemical Industry Piper Jaffray M&A Insights March 2004

PART III—COMPARABLE TRANSACTIONS

A second approach to valuing specialty chemical companies is to look at mergers and acquisitions transactions in the industry. This approach involves searching databases, news reports, trade magazines and other informational sources to gather information about prospective M&A transactions. For purposes of this report, we analyzed 797 domestic and international transactions between January 1, 1996 and December 29, 2003. These transactions are related to our focus sectors and involve companies ranging from large public companies to small private companies. Additionally, these transactions include only those in which the target was 100% acquired. While we have identified more than 750 transactions over the past seven years, there are relatively few that have been publicly announced with complete data. This is due to the large presence of private and moderately sized companies within the industry, and a large number of transactions involving business segments, which makes it difficult to determine EBIT and EBITDA multiples.

Piper Jaffray M&A Insights Valuations in the Specialty Chemical Industry | 9 March 2004

Exhibit VIII

M&A ACTIVITY—JANUARY 1, 1996-DECEMBER 29, 2003 Median Mean Disclosed Transaction Value Multiples Transaction Value Multiples Transaction Size Deals Value Revenues EBIT EBITDA Revenues EBIT EBITDA

$0-$100 Million 101 3,514 0.7x 8.7x 5.8x 1.6x 9.4x 6.7x $100-$250 Million 36 5,800 1.1x 11.5x 7.7x 1.3x 11.2x 8.2x $250-$500 Million 27 9,434 1.2x 9.6x 8.2x 1.3x 10.0x 8.9x > $500 Million 48 104,903 1.6x 12.5x 8.6x 1.7x 12.3x 8.6x

Total Disclosed 212 $ 123,651 1.1x 11.2x 7.7x 1.5x 11.2x 8.2x

Undisclosed 585 $ ------

Total 797 $ 123,651 1.1x 11.2x 7.7x 1.5x 11.2x 8.2x

Median Mean Disclosed Transaction Value Multiples Transaction Value Multiples Year Deals Value Revenues EBIT EBITDA Revenues EBIT EBITDA

1996 28 9,659 1.2x 8.3x 6.1x 1.3x 8.6x 6.5x 1997 38 14,941 1.1x 8.6x 5.1x 1.3x 9.1x 6.0x 1998 39 26,406 1.1x 12.7x 7.8x 2.2x 13.2x 9.8x 1999 26 32,266 1.1x 13.8x 7.6x 1.6x 12.2x 8.7x 2000 30 17,807 1.2x 12.5x 9.9x 1.4x 12.6x 9.4x 2001 18 11,415 1.0x 9.6x 7.3x 1.3x 9.6x 7.3x 2002 13 5,009 nm nm nm nm nm nm YTD 2003 20 6,148 0.8x 5.5x 4.3x 0.7x 5.5x 4.3x

Total 212 $ 123,651 1.1x 11.2x 7.7x 1.1x 11.2x 8.2x

Year No. of Deals

1996 109 1997 118 1998 123 1999 93 2000 124 2001 91 2002 62 YTD 2003 77

Total 797

Source: Thomson Financial Securities and Piper Jaffray estimates

10 | Valuations in the Specialty Chemical Industry Piper Jaffray M&A Insights March 2004

M&A activity has been an ongoing trend in our focus sectors and in the broader specialty chemicals industry. In general, most of the M&A transactions are relatively small, involving product lines or plants. Looking at Exhibit VIII above, one can see that the largest number of M&A deals with disclosed transaction value is less than $100 million. It should also be noted that the majority of disclosed deals were less than $500 million in transaction value. This further illustrates the fragmentation of the specialty chemical industry. Overall, 71% of the disclosed deals occurred between 1996 and 2000. This can be attributed to a number of factors, including the strong economy, the booming stock market and more active strategic acquirers. Although M&A activity in our focus sectors declined since 2000, activity rebounded in 2003 as the second half of the year saw increased activity.

Overall, the median and mean EBITDA multiples of 7.7x and 8.2x may not be totally reflective of the current market because of the larger M&A volume and higher valuation multiples received by target companies prior to 2001, more specifically between 1998 and 2001. In 2002 and 2003, there were only a handful of deals with complete data and most were very small transactions. As one would expect, mean and median EBITDA multiples generally increased with the size of the transaction. The overall mean and median multiples are also more heavily weighted by transactions in the >$500 million category due to the fact that many of the targets were public companies. This increased the likelihood of finding complete financial data for the trailing twelve months. It should be noted that valuations of individual companies can vary substantially as a result of factors such as size, growth prospects and margins, even if they compete in the same industry sector.

Piper Jaffray M&A Insights Valuations in the Specialty Chemical Industry | 11 March 2004

PART IV—VALUATION TRENDS: SPECIALTY VS. BASIC

Historically, specialty chemical manufacturers have garnered premium valuations in the public markets relative to their basic chemical counterparts. This was certainly true throughout most of the 1990s and even early into the new millennium. In recent years this trend has reversed, however, as many specialty companies have traded and continue to trade at multiples similar to or below those of basic manufacturers.

Exhibit IX

SPECIALTY VS. BASIC—MEDIAN LTM EV/EBITDA MULTIPLES

12.0x

10.0x

8.0x

6.0x

4.0x

2.0x

0.0x 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

Specialty Basic

Note: LTM Multiples are as of December 31 Source: Piper Jaffray estimates

Despite improved financial performance in the near term by many specialty manufacturers, this trend remains evident in today's markets. Influencing this trend have been a number of dynamics in the chemical industry, public equity markets and investor community. First, the presence of few large-cap specialty chemical companies has kept an artificial lid on valuations in the sector as the minimum market capitalization and float required by the public equity markets have increased significantly. This lack of critical financial mass has generally hurt specialty companies and favors the basic/diversified sector of the industry, which contains more large-cap companies. Also affecting valuations across the broader markets has been the declining number of small and mid-cap stocks covered by the research community. This has certainly been true in the specialty chemical industry, where research coverage on both the buy-side and sell-side has scaled back significantly during the past few years.

12 | Valuations in the Specialty Chemical Industry Piper Jaffray M&A Insights March 2004

Exhibit X

SELL-SIDE SECTOR RESEARCH COVERAGE

Company 1998 2003

Rohm & Haas 18 15 Great Lakes Chemical 18 8 Lubrizol 15 4 FMC 13 6 Ecolab 12 8 Engelhard 12 8 Ferro 12 4 Hercules 11 6 Schulman 11 3 Albemarle 10 5 Crompton 10 6 H.B. Fuller 9 5

Source: Chemical Week

Trends in the broader chemical industry have also affected relative valuation trends between sectors of the industry. A weak economy, coupled with high energy and raw materials costs, have made for a challenging operating environment in recent years. While these trends have affected both specialty and basic manufacturers, they put a significant damper on the higher growth and margins prospects across many specialty chemical sectors during the past decade. Adding to this has been the commoditization of certain specialty chemicals, which has further blurred the line between basic and specialty chemicals. This has caused less investor differentiation between chemical stocks, which inherently favors large-cap, more widely traded stocks.

Piper Jaffray M&A Insights Valuations in the Specialty Chemical Industry | 13 March 2004

PART V—VALUATION OUTLOOK

Like in many sectors, M&A activity in the specialty chemical industry picked up during the second half of 2003. We feel there are a growing number of positive indicators that will enable specialty chemical companies to achieve attractive valuations in the M&A market. While it is unlikely that transaction multiples will rebound fully to the levels seen during the late 1990s, we are optimistic that good companies will continue to be highly sought after and achieve attractive valuations from potential buyers.

Improved Valuations in the Public Markets—Despite the valuation differences between specialty and basic manufacturers in the public markets, valuation multiples of many publicly traded specialty chemical companies have improved in recent months as have the performance of the broader markets and overall investor sentiment. At the time of our analysis, nearly 70% of the companies in our focus groups were trading within 10% of their 52-week highs. During the full year 2003, these companies saw their share prices appreciate 26.8% in aggregate.

Improving Economy—Economic expansion was firmly entrenched in 2003 as U.S. showed exceptionally strong growth during the latter part of the year. As the economy continues to strengthen quarter over quarter, specialty chemical companies can continue to expect improved performance and top-line growth. Overall, we expect this to have a positive impact on M&A valuations and overall activity.

More Active Strategic Buyers—After several years on the "sidelines" due to internal restructuring efforts, weak demand and depressed stock prices, many CEOs began to focus again on acquisition opportunities during 2003. There have been a number of specialty chemical transactions completed and announced in recent months by industry consolidators. Recent conversations with industry participants across numerous sectors also confirm a renewed interest in M&A opportunities, especially within the middle market.

Increased Private Equity Interest—Financial sponsors and the private equity community have shown increased interest in the specialty chemical industry in recent years. It is estimated that private equity firms accounted for nearly 20% of all chemicals transactions in 2003. Middle market specialty chemical companies were a popular target during the year, as the majority of private equity transactions announced in the specialty chemical space were less than $500 million in transaction value. A number of larger deals were also announced, including the $4.5 billion leveraged buyout of Ondeo Nalco by an investor group led by Blackstone.

Industry Structure—Some industry sectors have been particularly hard hit in recent years, but the overall structure of the specialty chemical industry remains attractive. While some industry sectors are dominated by a handful of large diversified global players, there continues to be a large number of middle market companies. Many of these companies offer proprietary products and hold leading positions in highly fragmented and growing markets. Given these competitive dynamics, we feel there is ample opportunity to achieve attractive valuation multiples. We expect premium valuations will continue to be generated by those companies that have supportable growth prospects, strong customer relationships, proprietary products, leading market positions and solid management teams.

14 | Valuations in the Specialty Chemical Industry Piper Jaffray M&A Insights March 2004

APPENDIX I

$ in millions except per share LTM Financial Summary Diversified Gross Gross Operating EBITDA Net Net Ticker Company Revenues Profit Margin Margin EBITDA Margin Income Margin

DD Du Pont (E I) De Nemours $26,201.0 18,658.0 28.8% 6.3% 3,265.0 12.5% 1,673.0 6.4% DOW Dow Chemical $31,261.0 27,339.0 12.5% 4.5% 3,315.0 10.6% 665.8 2.1% BF Basf Ag -Adr $35,934.5 28,793.8 19.9% 7.8% 5,395.8 15.0% 1,037.0 2.9% AKZOY Akzo Nobel Nv -Adr $15,161.6 8,668.9 42.8% 9.2% 2,242.3 14.8% 865.3 5.7% BAY Bayer Ag -Adr $31,347.9 18,140.2 42.1% 6.7% 5,555.9 17.7% 165.5 0.5% PPG Ppg Industries Inc. $8,571.0 5,418.0 36.8% 11.4% 1,370.0 16.0% 493.0 5.8% ROH Rohm & Haas Co. $6,209.0 4,386.0 29.4% 10.2% 1,101.0 17.7% 339.2 5.5% CSB Ciba Spclty Chemicals -Adr $5,124.4 3,420.3 33.3% 11.0% 844.1 16.5% 293.6 5.7% ICI Imperial Chem Inds Plc -Adr $9,461.3 8,972.8 5.2% 6.8% 1,005.9 10.6% 294.7 3.1%

High 42.8% 11.4% 17.7% 6.4% Mean 27.9% 8.2% 14.6% 4.2% Median 29.4% 7.8% 15.0% 5.5% Low 5.2% 4.5% 10.6% 0.5%

$ in millions except per share LTM Financial Summary Adhesives & Sealants Gross Gross Operating EBITDA Net Net Ticker Company Revenues Profit Margin Margin EBITDA Margin Income Margin

AVY Avery Dennison Corp. $4,674.5 3,230.8 30.9% 9.3% 609.4 13.0% 264.1 5.6% FUL Fuller (H. B.) Co. $1,270.8 920.8 27.5% 5.1% 119.5 9.4% 33.2 2.6%

High 30.9% 9.3% 13.0% 5.6% Mean 29.2% 7.2% 11.2% 4.1% Median 29.2% 7.2% 11.2% 4.1% Low 27.5% 5.1% 9.4% 2.6%

$ in millions except per share LTM Financial Summary Agricultural Chemicals Gross Gross Operating EBITDA Net Net Ticker Company Revenues Profit Margin Margin EBITDA Margin Income Margin

SYT Syngenta Ag -Adr $6,400.0 3,205.0 49.9% 11.0% 1,315.0 20.5% 289.6 4.5% MON Monsanto Co. $4,728.0 2,543.0 46.2% 12.2% 1,032.0 21.8% 290.0 6.1% POT Potash Corp Sask Inc. $2,319.4 1,973.4 14.9% 8.3% 419.8 18.1% 26.5 1.1% AGU Agrium Inc. $2,370.0 1,692.0 28.6% 11.4% 412.0 17.4% 100.0 4.2% FMC Fmc Corp. $1,874.2 1,370.0 26.9% 10.3% 315.7 16.8% 37.0 2.0% IGL Imc Global Inc. $2,067.5 1,891.3 8.5% 4.4% 267.9 13.0% (41.2) NM TRA Terra Industries Inc. $1,254.3 1,230.7 1.9% NM 92.5 7.4% (35.3) NM

High 49.9% 12.2% 21.8% 6.1% Mean 25.3% 9.6% 16.4% 3.6% Median 26.9% 10.6% 17.4% 4.2% Low 1.9% 4.4% 7.4% 1.1%

$ in millions except per share LTM Financial Summary Electronic Chemicals Gross Gross Operating EBITDA Net Net Ticker Company Revenues Profit Margin Margin EBITDA Margin Income Margin

APD Air Products & Chemicals Inc. $6,053.0 4,406.3 27.2% 11.6% 1,335.6 22.1% 379.8 6.3% ROH Rohm & Haas Co. $6,209.0 4,386.0 29.4% 10.2% 1,101.0 17.7% 339.2 5.5% CCMP Cabot Microelectronics Corp. $265.5 134.0 49.5% 20.4% 73.1 27.5% 36.0 13.6% MRD Macdermid Inc. $691.7 403.5 41.7% 13.5% 118.3 17.1% 28.2 4.1% ARJ Arch Chemicals Inc. $1,004.9 719.7 28.4% 2.8% 84.0 8.4% 14.7 1.5%

High 49.5% 20.4% 27.5% 13.6% Mean 35.2% 11.7% 18.6% 6.2% Median 29.4% 11.6% 17.7% 5.5% Low 27.2% 2.8% 8.4% 1.5%

$ in millions except per share LTM Financial Summary I & I Cleaners Gross Gross Operating EBITDA Net Net Ticker Company Revenues Profit Margin Margin EBITDA Margin Income Margin

ECL Ecolab Inc. $3,491.5 1,722.6 50.7% 12.8% 682.9 19.6% 242.4 6.9% AYI Acuity Inc. $2,049.3 1,197.8 41.6% 5.5% 158.2 7.7% 49.1 2.4%

High 50.7% 12.8% 19.6% 6.9% Mean 46.1% 9.1% 13.6% 4.7% Median 46.1% 9.1% 13.6% 4.7% Low 41.6% 5.5% 7.7% 2.4%

Piper Jaffray M&A Insights Valuations in the Specialty Chemical Industry | 15 March 2004

APPENDIX I, CONTINUED

$ in millions except per share LTM Financial Summary Paints & Coatings Gross Gross Operating EBITDA Net Net Ticker Company Revenues Profit Margin Margin EBITDA Margin Income Margin

PPG Ppg Industries Inc. $8,571.0 5,418.0 36.8% 11.4% 1,370.0 16.0% 493.0 5.8% ROH Rohm & Haas Co. $6,209.0 4,386.0 29.4% 10.2% 1,101.0 17.7% 339.2 5.5% SHW Sherwin-Williams Co. $5,279.4 2,883.8 45.4% 10.4% 666.5 12.6% 318.3 6.0% VAL Valspar Corp. $2,195.7 1,490.0 32.1% 11.3% 303.0 13.8% 122.8 5.6% RPM Rpm International Inc. $2,131.2 1,158.6 45.6% 10.3% 279.4 13.1% 122.8 5.8% FOE Ferro Corp. $1,581.2 1,202.6 23.9% 4.9% 189.1 12.0% 21.6 1.4%

High 45.6% 11.4% 17.7% 6.0% Mean 35.5% 9.8% 14.2% 5.0% Median 34.5% 10.4% 13.5% 5.7% Low 23.9% 4.9% 12.0% 1.4%

$ in millions except per share LTM Financial Summary Plastic Additives Gross Gross Operating EBITDA Net Net Ticker Company Revenues Profit Margin Margin EBITDA Margin Income Margin

AKZOY Akzo Nobel Nv -Adr $15,161.6 8,668.9 42.8% 9.2% 2,242.3 14.8% 865.3 5.7% CSB Ciba Spclty Chemicals -Adr $5,124.4 3,420.3 33.3% 11.0% 844.1 16.5% 293.6 5.7% CYT Cytec Industries Inc. $1,454.4 1,099.8 24.4% 10.0% 236.0 16.2% 95.8 6.6% GLK Great Lakes Chemical Corp. $1,453.4 1,157.6 20.4% 3.8% 143.6 9.9% 35.8 2.5% ALB Albemarle Corp. $1,035.6 807.1 22.1% 9.5% 179.8 17.4% 77.5 7.5% FOE Ferro Corp. $1,581.2 1,202.6 23.9% 4.9% 189.1 12.0% 21.6 1.4% CK Crompton Corp. $2,560.4 1,816.4 29.1% 4.9% 265.5 10.4% 27.1 1.1%

High 42.8% 11.0% 17.4% 7.5% Mean 28.0% 7.6% 13.9% 4.3% Median 24.4% 9.2% 14.8% 5.7% Low 20.4% 3.8% 9.9% 1.1%

$ in millions except per share LTM Financial Summary Water Treatment Chemicals Gross Gross Operating EBITDA Net Net Ticker Company Revenues Profit Margin Margin EBITDA Margin Income Margin

CSB Ciba Spclty Chemicals -Adr $5,124.4 3,420.3 33.3% 11.0% 844.1 16.5% 293.6 5.7% ASH Ashland Inc. $7,518.0 6,005.0 20.1% NM 123.0 1.6% 94.0 1.3% GLK Great Lakes Chemical Corp. $1,453.4 1,157.6 20.4% 3.8% 143.6 9.9% 35.8 2.5% ARJ Arch Chemicals Inc. $1,004.9 719.7 28.4% 2.8% 84.0 8.4% 14.7 1.5%

High 33.3% 11.0% 16.5% 5.7% Mean 25.5% 5.9% 9.1% 2.7% Median 24.4% 3.8% 9.1% 2.0% Low 20.1% 2.8% 1.6% 1.3%

$ in millions except per share LTM Financial Summary Other Specialties Gross Gross Operating EBITDA Net Net Ticker Company Revenues Profit Margin Margin EBITDA Margin Income Margin

EC Engelhard Corp. $3,586.0 2,959.3 17.5% 7.5% 394.9 11.0% 221.7 6.2% IFF Intl Flavors & Fragrances $1,854.0 1,066.2 42.5% 17.3% 407.2 22.0% 185.3 10.0% LZ Lubrizol Corp. $2,027.0 1,482.8 26.8% 8.9% 280.0 13.8% 109.7 5.4% HPC Hercules Inc. $1,811.0 1,130.0 37.6% 14.6% 362.0 20.0% 80.4 4.4% OMG Om Group Inc. $5,018.1 4,702.7 6.3% 1.2% 123.2 2.5% 3.0 0.1% EY Ethyl Corp. $717.6 561.3 21.8% 6.2% 95.7 13.3% 18.3 2.6% KWR Quaker Chemical Corp. $318.4 201.4 36.7% 7.8% 32.9 10.3% 15.1 4.8% OMN Omnova Solutions Inc. $679.1 512.6 24.5% 0.3% 29.4 4.3% (16.0) NM

High 42.5% 17.3% 22.0% 10.0% Mean 26.7% 8.0% 12.2% 4.8% Median 25.7% 7.7% 12.2% 4.8% Low 6.3% 0.3% 2.5% 0.1%

16 | Valuations in the Specialty Chemical Industry Piper Jaffray M&A Insights March 2004

APPENDIX II

$ in millions except per share P/E Multiples LTM Multiples Diversified Stock Price % of 52 Market Company Company Value/ Ticker Company 12/12/03 Week High Cap. Value 2003 CY 2004 CY Revenues EBIT EBITDA

DD Du Pont (E I) De Nemours $44.43 96.2% $44,287 $52,594 27.6x 21.2x 2.0x NM 16.1x DOW Dow Chemical $39.86 93.6% $36,693 $47,232 34.4x 20.9x 1.5x NM 14.2x BF Basf Ag -Adr $51.60 88.7% $28,848 $33,303 19.4x 15.6x 0.9x 11.9x 6.2x AKZOY Akzo Nobel Nv -Adr $35.28 88.8% $20,159 $23,316 12.1x 12.3x 1.5x 16.7x 10.4x BAY Bayer Ag -Adr $27.61 87.3% $20,165 $31,020 19.9x 14.3x 1.0x 14.8x 5.6x PPG Ppg Industries Inc $62.74 97.1% $10,661 $12,119 17.4x 14.4x 1.4x 12.4x 8.8x ROH Rohm & Haas Co. $41.96 96.0% $9,343 $12,019 25.3x 20.6x 1.9x 19.0x 10.9x CSB Ciba Spclty Chemicals -Adr $37.34 91.9% $5,387 $6,490 18.1x 15.0x 1.3x 11.5x 7.7x ICI Imperial Chem Inds Plc -Adr $13.35 81.1% $3,976 $5,534 11.9x 10.9x 0.6x 8.6x 5.5x

High 34.4x 21.2x 2.0x 19.0x 16.1x Mean 20.7x 16.1x 1.4x 13.5x 9.5x Median 19.4x 15.0x 1.4x 12.4x 8.8x Low 11.9x 10.9x .6x 8.6x 5.5x

$ in millions except per share P/E Multiples LTM Multiples Adhesives & Sealants Stock Price % of 52 Market Company Company Value/ Ticker Company 12/12/03 Week High Cap. Value 2003 CY 2004 CY Revenues EBIT EBITDA

AVY Avery Dennison Corp. $56.25 89.6% $6,214 $7,399 21.1x 19.5x 1.6x 17.0x 12.1x FUL Fuller (H. B.) Co. $28.90 95.2% $821 $1,021 16.8x 14.5x 0.8x 15.6x 8.5x

High 21.1x 19.5x 1.6x 17.0x 12.1x Mean 19.0x 17.0x 1.2x 16.3x 10.3x Median 19.0x 17.0x 1.2x 16.3x 10.3x Low 16.8x 14.5x 0.8x 15.6x 8.5x

$ in millions except per share P/E Multiples LTM Multiples Agricultural Chemicals Stock Price % of 52 Market Company Company Value/ Ticker Company 12/12/03 Week High Cap. Value 2003 CY 2004 CY Revenues EBIT EBITDA

SYT Syngenta Ag -Adr $13.00 93.2% $7,317 $8,824 16.3x 14.1x 1.4x 12.6x 6.7x MON Monsanto Co. $27.99 95.2% $7,330 $8,232 18.1x 15.9x 1.7x 14.3x 8.0x POT Potash Corp Sask Inc. $82.23 91.9% $4,316 $5,674 NA NA 2.4x 29.4x 13.5x AGU Agrium Inc. $15.27 90.0% $1,941 $2,753 NA NA 1.2x 10.2x 6.7x FMC Fmc Corp. $32.87 93.7% $1,160 $1,997 18.2x 13.5x 1.1x 10.3x 6.3x IGL Imc Global Inc. $9.00 76.3% $1,036 $3,112 NM NM 1.5x NM 11.6x TRA Terra Industries Inc. $3.18 82.6% $246 $712 NM NM 0.6x NM 7.7x

High 18.2x 15.9x 2.4x 29.4x 13.5x Mean 17.5x 14.5x 1.4x 15.3x 8.6x Median 18.1x 14.1x 1.4x 12.6x 7.7x Low 16.3x 13.5x 0.6x 10.2x 6.3x

$ in millions except per share P/E Multiples LTM Multiples Electronic Chemicals Stock Price % of 52 Market Company Company Value/ Ticker Company 12/12/03 Week High Cap. Value 2003 CY 2004 CY Revenues EBIT EBITDA

APD Air Products & Chemicals Inc. $51.86 93.6% $11,786 $14,013 20.6x 17.5x 2.3x 20.0x 10.5x ROH Rohm & Haas Co. $41.96 96.0% $9,343 $12,019 25.3x 20.6x 1.9x 19.0x 10.9x CCMP Cabot Microelectronics Corp. $49.24 71.5% $1,211 $1,121 24.7x 19.9x 4.2x 20.7x 15.3x MRD Macdermid Inc. $33.70 91.9% $1,021 $1,314 22.5x 19.5x 1.9x 14.0x 11.1x ARJ Arch Chemicals Inc. $23.65 90.4% $532 $656 37.0x 24.4x 0.7x 23.0x 7.8x

High 37.0x 24.4x 4.2x 23.0x 15.3x Mean 26.0x 20.4x 2.2x 19.3x 11.1x Median 24.7x 19.9x 1.9x 20.0x 10.9x Low 20.6x 17.5x 0.7x 14.0x 7.8x

$ in millions except per share P/E Multiples LTM Multiples I & I Cleaners Stock Price % of 52 Market Company Company Value/ Ticker Company 12/12/03 Week High Cap. Value 2003 CY 2004 CY Revenues EBIT EBITDA

ECL Ecolab Inc. $27.84 99.7% $7,173 $7,755 27.3x 24.4x 2.2x 17.4x 11.4x AYI Acuity Brands Inc. $24.25 91.7% $1,013 $1,443 16.6x 14.6x 0.7x 12.9x 9.1x

High 27.3x 24.4x 2.2x 17.4x 11.4x Mean 22.0x 19.5x 1.5x 15.1x 10.2x Median 22.0x 19.5x 1.5x 15.1x 10.2x Low 16.6x 14.6x 0.7x 12.9x 9.1x

Piper Jaffray M&A Insights Valuations in the Specialty Chemical Industry | 17 March 2004

APPENDIX II, CONTINUED

$ in millions except per share P/E Multiples LTM Multiples Paints & Coatings Stock Price % of 52 Market Company Company Value/ Ticker Company 12/12/03 Week High Cap. Value 2003 CY 2004 CY Revenues EBIT EBITDA

PPG Ppg Industries Inc. $62.74 97.1% $10,661 $12,119 17.4x 14.4x 1.4x 12.4x 8.8x ROH Rohm & Haas Co. $41.96 96.0% $9,343 $12,019 25.3x 20.6x 1.9x 19.0x 10.9x SHW Sherwin-Williams Co. $34.04 94.8% $4,962 $5,651 15.3x 14.0x 1.1x 10.3x 8.5x VAL Valspar Corp. $48.68 97.8% $2,465 $3,310 17.3x 15.3x 1.5x 13.3x 10.9x RPM Rpm International Inc. $15.82 93.3% $1,830 $2,512 13.3x 11.9x 1.2x 11.4x 9.0x FOE Ferro Corp. $24.50 88.7% $1,011 $1,542 38.3x 20.6x 1.0x 19.9x 8.2x

High 38.3x 20.6x 1.9x 19.9x 10.9x Mean 21.1x 16.1x 1.3x 14.4x 9.4x Median 17.3x 14.8x 1.3x 12.9x 8.9x Low 13.3x 11.9x 1.0x 10.3x 8.2x

$ in millions except per share P/E Multiples LTM Multiples Plastic Additives Stock Price % of 52 Market Company Company Value/ Ticker Company 12/12/03 Week High Cap. Value 2003 CY 2004 CY Revenues EBIT EBITDA

AKZOY Akzo Nobel Nv -Adr $35.28 88.8% $20,159 $23,316 12.1x 12.3x 1.5x 16.7x 10.4x CSB Ciba Spclty Chemicals -Adr $37.34 91.9% $5,387 $6,490 18.1x 15.0x 1.3x 11.5x 7.7x CYT Cytec Industries Inc. $37.29 95.7% $1,456 $1,647 16.1x 14.5x 1.1x 11.4x 7.0x GLK Great Lakes Chemical Corp. $26.20 93.6% $1,326 $1,597 NM 27.9x 1.1x 28.9x 11.1x ALB Albemarle Corp. $29.97 97.5% $1,233 $1,439 20.1x 17.2x 1.4x 14.7x 8.0x FOE Ferro Corp. $24.50 88.7% $1,011 $1,542 38.3x 20.6x 1.0x 19.9x 8.2x CK Crompton Corp. $6.55 83.5% $729 $1,465 NM 13.4x 0.6x 11.7x 5.5x

High 38.3x 27.9x 1.5x 28.9x 11.1x Mean 20.9x 17.3x 1.1x 16.4x 8.3x Median 18.1x 15.0x 1.1x 14.7x 8.0x Low 12.1x 12.3x 0.6x 11.4x 5.5x

$ in millions except per share P/E Multiples LTM Multiples Water Treatment Chemicals Stock Price % of 52 Market Company Company Value/ Ticker Company 12/12/03 Week High Cap. Value 2003 CY 2004 CY Revenues EBIT EBITDA

CSB Ciba Spclty Chemicals -Adr $37.34 91.9% $5,387 $6,490 18.1x 15.0x 1.3x 11.5x 7.7x ASH Ashland Inc. $41.74 90.3% $2,864 $4,255 11.8x 10.1x 0.6x NM NM GLK Great Lakes Chemical Corp. $26.20 93.6% $1,326 $1,597 NM 27.9x 1.1x 28.9x 11.1x ARJ Arch Chemicals Inc. $23.65 90.4% $532 $656 37.0x 24.4x 0.7x 23.0x 7.8x

High 37.0x 27.9x 1.3x 28.9x 11.1x Mean 22.3x 19.3x 0.9x 21.1x 8.9x Median 18.1x 19.7x 0.9x 23.0x 7.8x Low 11.8x 10.1x 0.6x 11.5x 7.7x

$ in millions except per share P/E Multiples LTM Multiples Other Specialties Stock Price % of 52 Market Company Company Value/ Ticker Company 12/12/03 Week High Cap. Value 2003 CY 2004 CY Revenues EBIT EBITDA

EC Engelhard Corp $30.30 99.1% $3,801 $4,201 16.9x 16.1x 1.2x 15.5x 10.6x IFF Intl Flavors & Fragrances $33.61 93.7% $3,148 $4,096 16.0x 14.6x 2.2x 12.7x 10.1x LZ Lubrizol Corp. $31.06 90.3% $1,601 $1,833 15.2x 13.6x 0.9x 10.1x 6.5x HPC Hercules Inc. $11.96 90.6% $1,327 $2,478 16.2x 12.6x 1.4x 9.4x 6.8x OMG Om Group Inc. $24.77 73.9% $702 $1,119 29.1x 15.5x 0.2x 18.8x 9.1x EY Ethyl Corp. $21.28 86.1% $357 $556 16.4x 15.8x 0.8x 12.6x 5.8x KWR Quaker Chemical Corp. $27.20 88.5% $260 $300 17.7x 14.9x 0.9x 12.0x 9.1x OMN Omnova Solutions Inc. $4.56 84.4% $182 $378 NM 16.3x 0.6x NM 12.9x

High 29.1x 16.3x 2.2x 18.8x 12.9x Mean 18.2x 14.9x 1.0x 13.0x 8.9x Median 16.4x 15.2x 0.9x 12.6x 9.1x Low 15.2x 12.6x 0.2x 9.4x 5.8x

18 | Valuations in the Specialty Chemical Industry Piper Jaffray M&A Insights March 2004

AUTHOR BIOGRAPHIES

Robert D. Frost, Principal Bob Frost is a Principal and a member of the Middle Market Mergers & Acquisitions Group at Piper Jaffray.

Prior to joining Piper Jaffray, Frost spent seven years in public with Deloitte & Touche LLP providing accounting, auditing, financial reporting and mergers and acquisitions support services.

Frost graduated from the of Nebraska with a Bachelor of Science degree in accounting and received a master of business administration degree from the University of Pennsylvania's Wharton School of Business. He is also a licensed Certified Public Accountant.

M. Shane McDaniel, Associate Shane McDaniel is an Associate and a member of the Middle Market Mergers & Acquisitions Group at Piper Jaffray. With extensive business valuation experience, McDaniel has been involved in assignments ranging in a wide variety of industries. Notably, he has developed a specialization in the /, Plastics and Specialty Chemical industries.

Prior to joining Piper Jaffray, McDaniel helped to establish and along side the principals of Billow Butler & Company, a boutique Chicago M&A advisory firm with a focus on lower middle-market private company sales transactions. Prior to that, he was an Associate at a leading national investment now part of Solomon Smith Barney. McDaniel began his professional career through his role as a Senior Consultant with Arthur Andersen's Corporate Group. With nine years of total mergers and acquisitions and financial consulting experience, he has spent the past seven years advising and private in exclusive sell-side assignments.

McDaniel holds a Bachelor of Arts degree in Economics and Finance from the University of Illinois-Urbana/Champaign and a master of business administration degree with concentrations in Finance and Strategic Management from The University of Chicago.

Scott T. Hartman, Analyst Scott Hartman is an Analyst and a member of the Middle Market Mergers & Acquisitions Group at Piper Jaffray. He is responsible for performing quantitative analysis, financial modeling and industry and company research. His transaction experience includes exclusive sale assignments, leveraged buyouts and fairness opinions.

Hartman holds a Bachelor of Business Administration degree in Finance, Operations and Management from the University of Wisconsin–Madison.

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