Eliokem acquires Polymer Division from Apar Industries Ltd. Paris / Villejust, 2 November 2007

Eliokem, a global specialty chemicals company and polymers producer, majority-owned by AXA Private Equity, has signed a purchase agreement with Apar Industries (Mumbai, India, “Apar”) to acquire its Polymer Division, for an amount of INR 1.1 bn (US$ 27.5m) subject to regulatory approvals.

Apar’s Polymer Division is the sole Indian manufacturer of specialty polymers with strong leadership positions in India. Its products are offering resistance to abrasion, tear, air, oil and fuel ageing with end-applications mainly in automotive & industrial, rice rolls and footwear. Over the recent years, Apar Industries invested a lot in the Polymer Division by expanding the capacity, improving efficiency and consolidating the entire polymer business on a single production site at Valia (Gujarat). For the fiscal year ending March 2007, the Polymer Division achieved revenues of INR 1.4 billion (around $ 34 million) and is expecting above 30% growth by the end of March 2008, following restructuring of operations and strong market growth.

This acquisition of Apar’s Polymer Division fits perfectly with Eliokem’s expansion strategy implemented since AXA Private Equity acquired a majority stake in the company in October 2006. It is responding to Eliokem’s increasing development in polymer business where it holds worldwide leadership position and will notably complement the company’s offerings in nitrile rubber and high styrene reinforcing resins to the rubber industry. The operation is considered as well-timed when major industrial and financial players expect India to become a global manufacturing hub within the next few years.

As experienced peers and major players in the polymer industry, Mr Jacques Collonge, Eliokem’s CEO, and Dr Narendra Desai, Apar’s Chairman, have hailed the move as synergistic for the employees, the businesses and the customers. It meets the common objectives of reinforcing primary businesses and diversifying it to adjacent segments through external growth.

“Apar Industries will be able to grow faster in the Power & Energy sectors through their other two Divisions, Specialty Oils and Aluminium Conductors, which account for 90% of the revenue of the listed Company”, stated Dr Narendra Desai.

Apar’s Polymer Division acquired manufacturing site is located in Valia, a prominent petrochemical region in the Western state of Gujarat, about 400 km North of Mumbai. Significant operational and technology synergies among the R&D and polymer production facilities of the Valia site and those of Eliokem in France and the USA will enhance the value of products and services offered to customers in Asia, Europe, Middle East and North America. Eliokem also intends to use Apar’s Polymer Division as a platform for growth and geographical expansion by leveraging respective sales forces to push Eliokem products in India and Apar’s Polymer Division products into other global markets

“The integration of Apar’s Polymer Division within Eliokem should be facilitated by the long shared cooperation of both our companies in the polymer business based on the emulsion polymerization technology inherited from The Goodyear Tire & Rubber Company to make a variety of specialty resins, rubbers and latices through combinations of monomers as diverse as acrylics, acrylonitrile, butadiene, styrene and vinyl pyridine. The new low cost manufacturing platform in India will strengthen Eliokem growth plan both domestically with cagr 10-15% as well as in Asia, Europe and USA”, stated Mr Jacques Collonge.

About Eliokem

Eliokem is a leading Specialty Chemical company

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. The company’s turnover reached 164 M€ in 2006.

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.

Eliokem

Liliane Perez
Press Officer
liliane_perez@eliokem.com
Tel. + 33 1 69 29 27 87
Fax. + 33 1 69 29 27 04
www.eliokem.com

About Apar Industries

Apar Industries Limited, founded by Mr. Dharmsinh D. Desai in the year 1958 is one among the best established companies in India operating in the diverse fields of electrical metallurgical and chemical engineering. All of Apar’s manufacturing businesses are accredited with ISO 9001 – 2000 Quality Management Systems. It also offers wide range of other Speciality Oils for the Rubber, Tyre, Ink, Cosmetics, Food, Pharmaceutical, Health Care, Steel, Aluminium, Power, Paper, Sugar, Cement, Automotive and various other Industries. Apar is also a market leader in manufacturing High Tension Overhead Transmission Line Conductors.

About AXA Private Equity

AXA Private Equity, an AXA Investment Managers company, is a world leader in private equity investments. It offers a wide selection of funds across a full range of asset classes: Buyout, Expansion and Venture Capital, Co-Investment, Infrastructure, Mezzanine and Funds of Funds (primary, early secondary and secondary). AXA Private Equity manages and advises private equity funds with assets in excess of €14.4 billion for major European and international investors and has offices in Paris, Frankfurt, London, Milan, New York and Singapore. With a constant focus on transparency, performance and sustainable profitability, AXA Private Equity is distinguished by the expertise of its staff and its international reach.

AXA Private Equity

Jérémie Delecourt
Press Contact
Jeremie.delecourt@axa-im.com
Tel. +33 1 44 45 93 13
Fax +33 1 44 45 93 31

List of people and advisors involved in the Transaction

Buyer

Eliokem: Jacques Collonge, Olivier Faussadier

AXA Private Equity: Thibault Basquin, Bruno Ladrière

Advisors to Eliokem and AXA Private Equity:

Legal advisors:

• AZB & Partners – New Delhi (Vinati Kastia, Daksh Trivedi)
• Weil Gotshal & Manges – Paris (Benjamin Dahan, Edouard de Lamy)

Due-diligences:

• Strategic, Commercial and Technology: Nexant – Bangkok & London Offices (Andrew Lee Fagg, Eric Hudson)
• Financial, Tax and IT: Deloitte Financial Advisory Services – Paris (Hervé Krissi) & Deloitte Corporate Finance Services – Mumbai (Vijay Iyer, Krishna Chaturvedi)
• Legal, Human Resources: AZB & Partners – New Delhi (Vinati Kastia, Daksh Trivedi
• Environment: Indus Environmental Services – New Delhi (Atul Kansal) and Gaia Tech – Chicago (Christopher Blume)
• Insurance: Aon Global Insurance Services – Mumbai (Pranab Mukharjee) and AON Assurances Risques Services – Paris (Marc Delprat)

Seller

Apar Industries: Chaitanya N. Desai

Seller’s advisors:

• M&A: Business Development Asia – Mumbai (Rohit K. Singh, Arun Bagchi)
• Legal advisor: Amarchand Mangaldas – New Delhi (Jaya Singhania)

Financing

• Société Générale: Nicolas de Saint-Laon, Mathieu Delamaire
• Legal advisor to Société Générale: Linklaters (Arnaud Fromion, Anne Sophie-Millot)