Acquisitions and Divestments

2008

Divestments Dick Peters B.V. On 24 November 2008, Clariant sold Netherlands-based Dick Peters B.V. to the German specialty chemicals group ALTANA. Dick Peters BV was founded in 1956. The central activity at that time was the textile industry in Holland and West-Germany. In 1973 Dick Peters BV was taken over by Hoechst Holland NV After the merger between Hoechst Specialty Chemicals with Clariant in 1997, Dick Peters B.V. became a 100% subsidiary of Clariant. Dick Peters BV has developed into a company that makes special products for almost every industry. Over the last 10 years, the average turnover increase exceeded 10% by far. Dick Peter’s market is worldwide, with 80% of the products sold abroad. Acquisitions Rite Systems/Ricon Colors On 1 July 2008, Clariant acquired the combined companies of Rite Systems, Inc. and Ricon Colors, Inc., leading US Masterbatches suppliers with both liquid and solid masterbatches technology. The purchase substantially strengthens Clariant Masterbatches’ market position in North America and adds to Masterbatches' liquid color capabilities. Founded in 1987 and with yearly sales of approximately USD 50 million, Rite Systems and Ricon Colors employ approximately 150 people. They operate from three strategically located plants in the U.S. in: West Chicago, Illinois; Mooresville, North Carolina; and Chino, California; a European operation is based in Vienna, Austria. The company’s portfolio comprises about two-thirds liquid and one-third solid masterbatches.

2007

Divestments Custom Manufacturing On 8 May 2007, Clariant announced the sale of its Custom Manufacturing Business to International Chemical Investors Group (ICIG) for an undisclosed transaction value. The sale served to reinforce Clariant’s strategy to focus on its core competencies in colors, surfaces and performance chemicals. Clariant's Customer Manufacturing Business supplies a wide range of intermediates and actives ingredients for the agrochemicals, pharmaceuticals and polymers industries. At closing, the new autonomous entity became one of the world’s leading suppliers to the agrochemicals industry with production sites in Germany and the US. In 2006, the Custom Manufacturing Business had sales of around CHF 217 million and about 490 employees. The sales process was initiated only six months prior to the divestment as a result of the review of the strategic options for the former underperforming Life Science Chemicals Division. Abieta Chemie GmbH On 7 May 2007, Clariant sold associate Abieta Chemie GmbH, Germany. Clariant Australia sold its Masterbatch activities on 1 May 2007 and its Textile, Leather and Paper activities on 1 October 2007. On reclassification to non-current assets held for sale these balance sheet items were revalued to the lower of book value or fair value less costs to sell. This revaluation caused an impairment devaluation of CHF 3 million relating to Australian Masterbatch activities and 2 million relating to its Textile, Leather and Paper activities, which is reported in the income statement line “Restructuring and Impairment”.

Acquisitions Toschem. On 1 October 2007 Clariant acquired the Colombian company Toschem de Colombia Ltda, a leading supplier of chemicals and services to the oil and gas and industrial water treatment markets in Colombia for the amount of CHF 5 million. The acquired business contributed sales of CHF 2 million and net profit of less than CHF 1 million to the Group for the period from 1 October 2007 to 31 December 2007. If the acquisition had occurred on 1 January 2007, Group sales would have increased by CHF 8 million and net income would have increased by less than CHF 1 million. These amounts have been calculated using the Group’s accounting policies and by adjusting the results of the subsidiary’s to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustment to intangibles had applied from 1 January 2007, together with the consequential tax effects. Masterandino. On 1 November 2007 Clariant acquired the Colombian company Masterandino, a Masterbatch producer in Colombia for the amount of CHF 5 million. The acquired business contributed sales of CHF 1 million and net profit of less than CHF 1 million to the Group for the period from 1 November 2007 to 31 December 2007. If the acquisition had occurred on 1 January 2007, Group sales would have increased by CHF 6 million and net income would have increased by CHF 1 million. These amounts have been calculated using the Group’s accounting policies and by adjusting the results of the subsidiary’s to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustment to intangibles had applied from 1 January 2007, together with the consequential tax effects.

2006

Divestments Pharmaceutical Fine Chemicals. On April 28, 2006 Clariant sold its Pharmaceutical Fine Chemicals unit to TowerBrook Capital Partners, L.P. for a transaction value of approximately CHF 110 million. The sale marked a further step in Clariant’s strategy to focus its portfolio on core activities. The unit manufactures building blocks, regulatory starting materials, intermediates and active pharmaceutical ingredients (APIs) for both the innovative and the generic pharmaceutical industry. Industriepark Gersthofen Servicegesellschaft On 30 September 2006, Clariant sold the activities of Site Services, Energy Supply, ESHA Services and Enterprise Functions of the subsidiary Industriepark Gersthofen Servicegesellschaft. On reclassification to non-current assets held for sale in the second quarter of 2006 the net assets of this company were revalued to the lower of their carrying amount and fair value less costs to sell. This revaluation caused an impairment charge of CHF 43 million, which is reported in the income statement line “Restructuring and impairment”. Acquisitions KiON. On 14 February 2006 the Group acquired all of the shares in KiON Corporation, located in the USA at an amount of CHF 16 million. The acquired business contributed sales of CHF 1 million and net loss of less than CHF 1 million to the Group for the period from 14 February 2006 to 31 December 2006. If the acquisition had occurred on 1 January 2006, Group sales would have increased and net income would have decreased by less than CHF 1 million. These amounts have been calculated using the Group’s accounting policies and by adjusting the results of the subsidiaries to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustment to intangibles had applied from 1 January 2006, together with the consequential tax effects. Ciba Masterbatches. On 1 December 2006 the Group acquired the Ciba Specialty Chemicals’ masterbatches business at an amount of CHF 30 million. This transaction comprised share deals in France and Saudi Arabia and an asset deal in Malaysia. All the shares were acquired in France and 93% of the shares in Saudi Arabia. The acquired business contributed sales of CHF 5 million and net loss of less than CHF 1 million to the Group for the period from 1 December 2006 to 31 December 2006. If the acquisition had occurred on 1 January 2006, Group sales would have increased by CHF 76 million and net income would have increased by CHF 3 million. These amounts have been calculated using the Group’s accounting policies and by adjusting the results of the subsidiaries to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustment to property, plant and equipment and intangibles had applied from 1 January 2006, together with the consequential tax effects.

2005

Divestments CABB. On June 21, 2005 Clariant sold its subsidiary Clariant (Acetyl Building Blocks) GmbH & Co. KG (CABB) to the Gilde Buy-Out Fund for CHF 74 million (EUR 48 million). The transaction was part of Clariant’s strategy to sell businesses that are outside its core activities. CABB, a former part of Clariant’s Life Science Chemicals Division, is a focused and leading company in products based on chlorine and acetyl chemistry.

2004

Divestments Electronic Materials. On 30 September 2004 Clariant sold the Electronic Materials business, belonging to the Life Science & Electronic Chemicals Division, to The Carlyle Group. Prior to the disposal, Clariant acquired the minority shares of the Korean subsidiary Clariant Industries (Korea) Ltd for a total consideration of CHF 24 million generating a goodwill of CHF 17 million. Clariant Industries (Korea) Ltd was subsequently sold as part of the disposal of Electronic Materials. The transaction comprised share deals in Germany, Korea, Taiwan and China, and asset deals in Japan, the USA, France, Hong Kong and the UK. In addition to the disposal of the discontinuing operation, Electronic Materials, there were various other disposals of subsidiaries and associated companies in 2004: On 30 September 2004, the activities of Lancaster Synthesis Ltd in the UK and the US, belonging to the former Life Science & Electronic Chemicals Division, were sold. On 30 September 2004, Clariant sold the investment in SF-Chem. CHF mn. On 30 November 2004, Clariant sold the subsidiary Clariant Polymers, Japan, belonging to the Textile, Leather & Paper Chemicals Division.

2003

Divestments Cellulose Ethers. In December 2003 Clariant sold the operations of Cellulose Ethers pertaining to the Functional Chemicals Division to the Shin-Etsu Group. The transaction comprised production facilities in Germany and net current assets and distribution networks in several other European countries, in the United States and in Asia. In a number of countries Clariant has entered or will enter into sales and distribution agreements with Shin-Etsu, based on which Clariant will continue to serve the Cellulose Ethers market as a service partner to Shin-Etsu. Click here to view the press release relating to the Cellulose Ethers Business divestment.

2002

Divestments Emulsion Business. In December 2002 Clariant sold large parts of the operations of the Business Units Emulsions and Emulsion Powders pertaining to the Divisions Textile Leather & Paper Chemicals and Functional Chemicals to the Celanese Group. The transaction comprised production facilities in Germany and Spain and two companies in Sweden and in Slovenia. In a number of other countries the marketing staff was transferred to the buyer and Clariant has entered into toll manufacturing agreements with Celanese. The most important countries with such agreements are Great Britain and France. For the operations in Spain and Germany, Clariant will extend administrative and technical services to Celanese for the next twelve to fifteen months. Emulsions Business in Portugal. In November 2002 Clariant sold the company Resiquimicas Resinas, Portugal, pertaining to the division Textile Leather & Paper Chemicals to the former minority shareholder Socer. Hydrosulfite, North America. In December 2002 Clariant sold the operations of the Business Line of producing Sodium Hydrosulfite in the US and in Canada to Chemtrade Inc., Canada. The Business Line comprises production facilities, marketing and sales activities in both countries. The activities pertained to the division Textile, Leather & Paper Chemicals. Click here to view the press release relating to the Emulsions Business divestment. Click here to view the press release relating to the Hydrosulfite divestment.

2001

Divestments PVA/PVB. In 2001 Clariant sold the operations of the Business Unit PVA/PVB pertaining to the Division Cellulose Ether & Polymerisates to Kuraray. Click here to view the press release relating to the PVA/PVB divestment.

2000

Acquisitions As of 1 March 2000, Clariant acquired the entire ordinary share capital of BTP plc, England. Sales of the period from 1 March through year-end 2000 were CHF 765 million (CHF 486 million Division Life Science & Electronic Chemicals, CHF 180 million Division Textile, Leather & Paper Chemicals and CHF 99 million Division Functional Chemicals). Effective 1 June 2000, Clariant acquired the Mexican company Christianson S.A. Sales of the period from 1 June 2000 through year-end 2000 (Division Functional Chemicals) were CHF 24 million. Click here to view the press release relating to the acquisition of BTP plc. Click here to view the press release relating to the acquisition of Christianson S.A.

1999

Acquisitions As of 1 January 1999, the Division Masterbatches acquired the worldwide Hydrocerol business from Boehringer Ingelheim. In addition to the actual business activities, the production site for Hydrocerol in Winchester, VA (USA) has been transferred to Clariant. The Hydrocerol production in Ingelheim on the Rhine was shifted to Clariant Masterbatch GmbH & Co. OHG, Lahnstein. Sales of Hydrocerol in 1999 were CHF 28 million. Effective 1 January 1999, Clariant acquired the remaining 55% of the shares of Sang Ho Mercantile Co. Ltd in Korea. Total annual sales in 1999 (Division Masterbatches) were CHF 21 million. On 1 April 1999, Clariant acquired the remaining 50% participation of Hoechst Gosei K.K. from the former joint-venture partner Nippon Gohsei and consolidated it from this date. The company was renamed to Clariant Polymers K.K Sales (Division Cellulose Ethers & Polymerisates) from 1 April 1999 through year-end 1999 were CHF 66 million. On 1 May 1999, Clariant acquired 51% shares of Songwon Colour Co. Ltd. Korea. Sales for the period from 1 May 1999 through year-end 1999 were CHF 42 million (CHF 39 million Divison Pigments & Additives and CHF 3 million Division Masterbatches). At the end of October 1999, Clariant increased their participation in Saurefabrik Schweizerhall AG to 25 %. This company is consolidated “at equity” as of 1 November 1999. Divestments Effective 31 December 1998, the superabsorber business, a part of the Surfactants Division, was divested. Sales in 1998 were CHF 288 million. Click here to view the press release relating to the acquisition of Hydrocerol. Click here to view the press release relating to the acquisition of Nippon Gosei. Click here to view the press release relating to the acquisition of Sang Ho Mercantile.

1998

Divestments As a part of the acquisition of the Specialty Chemicals business of the Hoechst Group, InfraServ Ltd Gendorf, Germany was initially accounted for as a fully consolidated subsidiary. The company is a provider of infrastructure services in the industrial park of Gendorf. A reassessment of the contract showed that due to limitations concerning control of the enterprise, full consolidation was not justified. For this reason, the accounting for the participation in InfraServ Ltd. Gendorf was changed in the 1998 year-end statement, and since 1 January 1998, the company is accounted for as a shareholding valued at equity. In the consolidated balance sheet of 31 December 1997, the following amounts pertaining to InfraServ Gendorf were included. Click here to view the press release relating to the divestment of the superabsorber business to BASF.

1997

Acquisitions The Annual General Meeting approved on April 29,1997 to acquire the Hoechst Specialty Chemicals Business. The transaction was carried out as of July 1 1997, and was settled at an agreed purchase price of CHF 4,525 million. Click here to view the press release relating to the acquisition of Hoechst Specialty Chemicals. Click here to view the offer document relating to the acquisition of Hoechst Specialty Chemicals. Click here to view the press release relating to the approval of the acquisition of Hoechst Specialty Chemicals.

1996

The following significant changes have been made during 1996: Additions 1996: - The subsidiary in China, Clariant (Tianjin) Ltd., Tianjin, which was founded in 1995, was included in the consolidation for the first time. There were no sales in 1996. - On May 1, 1996, the Masterbatch activities of Bay Resins Corporation (Maryland) were purchased and integrated into Clariant Corporation, Charlotte, NC. Turnover for 8 months in 1996 totalled CHF 12.3 million. - On July 1, 1996, the Masterbatch division of Zipperling Kessler & Co., Ahrensburg (Schleswig-Holstein) was acquired and included in the newly incorporated Clariant Masterbatch GmbH. Turnover for 6 months in 1996 totalled CHF 24.6 million. Click here to view the press release relating to the acquisition of Barrier Coatings Technology. Click here to view the press release relating to the acquisition of Bay Resins. Click here to view the press release relating to the acquisition of Zipperling Kessler.