Eliokem: AXA Privtae Equity acquires majority shareholding in the specialty chemical group from Littlejohn. Paris / Villejust, September 8, 2006.

AXA Private Equity, in association with Eliokem’s management team headed by its CEO, Jacques Collonge, signed a share purchase agreement with the American private equity firm, Littlejohn & Co. LLC, to acquire Eliokem, the specialty chemical group, through a Leveraged Buy-Out (LBO) transaction for approximately €130 million.

Eliokem is a specialty chemical group with headquarters in Villejust near Paris, France. The group employs more than 460 people around the world and owns 3 production facilities located at Le Havre (France), Akron (Ohio, USA) and Ningbo (China), as well as 6 representative offices in Europe, Asia and The Americas, and a network of 75 distributors and agents strategically located around the world. In 2005, the company achieved a turnover of €148 million, up 7% compared to 2004. Eliokem expects a similar growth in 2006.

The Eliokem management team remains unchanged with, Jacques Collonge as President CEO, Philippe Carabin, Chief Financial Officier, Rick Sandford, Commercial Director, Olivier Faussadier, Manufacturing & Technology Director and Anne Chaumeret, Human Resource Director.

Eliokem’s brands and products have made it a leader in numerous specific applications: Pliolite®, Plioway®, Pliotec® and Hydro Pliolite® (coatings resins), Pliocord®, et Chemigum® (latices), Chemigum®, Sunigum® (elastomer modifiers) and Wingstay® (antioxidants).
Littlejohn acquired Eliokem in December 2001 as a result of the spin-off of the specialty chemical business of The Goodyear Tire & Rubber Company.

“We chose AXA Private Equity because we are convinced that they are the right partners to bring us the support that we need to grow organically with our customers and externally through acquisitions in fast-growing markets” stated Jacques Collonge, President CEO of Eliokem.

At AXA Private Equity, Thibault Basquin and Bruno Ladrière underline “we are very happy to have completed this acquisition as Eliokem’s products enjoy leading market positions and set the performance standards in several niche markets with high growth potential. This is made possible thanks to the sound experience of its teams, the well-known brands of the company, its R&D state-of-the-art competencies, and the excellent customer relationships developed through its distribution networks and suppliers. Following its successful carve-out from Goodyear, our ambition is that Eliokem become a strong development platform, mainly through external growth projects with a view to reinforcing its position in several market segments and geographic zones such as Asia, the USA, and Eastern Europe”.
 
Société Générale Corporate & Investment Banking (SG CIB) acted as the lead mandated arranger and sole book runner for the financing of the acquisition.
 
The acquisition is subject to approval by the anti-trust authorities in Germany, Italy, Ireland and Portugal.

About Eliokem:

Eliokem is a leading Specialty Chemical company

Eliokem’s brands and products have made it a leader in numerous specific applications:

• Pliolite®, Plioway®, Pliotec®, and Hydro Pliolite®, resins used in decorative paints
• Pliotone®, resins for electrographic printing cartridges, photocopiers, and printers
• Pliocord® and Chemigum®, latex used in the treatment of reinforcing textiles, gaskets, and gloves
• Chemigum®, and Sunigum®, elastomeric modifiers for plastics
• Wingstay®, non-staining antioxidants used in natural latex articles and carpet backing and ABS resins

Press Contacts:

AXA Private Equity:
Tel. + 33 1 44 45 92 20
Fax. + 33 1 44 45 93 31

Eliokem:
Liliane Perez
liliane_perez@eliokem.com
Tel. + 33 1 69 29 27 87
Fax. + 33 1 69 29 27 04

List of people and advisors involved in the Eliokem transaction:

1. Purchaser:

AXA Private Equity: Thibault Basquin, Bruno Ladrière

Advisors for AXA Private Equity:

• M&A advisor: Lincoln International (Jean-René Hartpence, Géraud Estrangin)
• Legal advisor: Weil Gotshal & Manges
  Corporate: Frédéric Cazals, Andras Haragovitch
  Financing: Jean-Christophe David, Jonathan Nabarro
  Tax structuring: Stéphane Chaouat, Guillaume Valois
  Competition: Cyrille Couadou, Caroline Genevois
• Due-diligences:
  Market: Bain & Cie (Olivier Duval, Philippe Peters, Marc Becker)
  Financial: PwC Transaction Services (Hervé Mader, Laurence Byrne, Fabrice Lemarquis)
  Tax: Landwell & Associés (Alain Chedal, Maarten Verjans)
  Social: Flichy & Associés (Charlotte Michaud, Florence Cousseau)
  Employees benefits: Mercer Human Resource Consulting (Philippe Hercot, Yann Choquet)
  Intellectual property: Cabinet Netter (Jean-Yves Plaçais, Elisabeth Fossot)
  Environment: URS (Bertrand Latrobe, ChinChin Lim)
  Insurance: Gras Savoye (Jean-Luc Delcros, Elisabeth Constantin)

2. Sellers:

Littlejohn & Co. LLC: Michael I. Klein, David E. Simon

Seller’s advisors:

• M&A: Rothschild & Cie (Laurent Baril, Eric Toulemonde, Randy Hazelton, Félicité Vienot)
• Legal advisor: Latham & Watkins (Thomas Forschbach, Gaëtan Gianasso, Coralie Oger)
• Financial vendor due-diligence: E&Y Transaction Services (Hervé Krissi, Philippe Blanadet, Gratien de Pontville)

3. Senior and Mezzanine financings:

- SG CIB: Nicolas de Saint-Laon, Xavier Morin

- Legal advisor for SG CIB: Linklaters (Arnaud Fromion, Eric Fiszelson)

4. Management:

- Management legal advisor: De Pardieu Brocas Maffei (Jean-François Pourdieu, Thibaut Caharel)