Ashland Enters Buyback, Announces Sale of Adhesives Business

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Ashland Global Holdings, Inc. has entered an uncollared accelerated share repurchase (ASR) agreement with JPMorgan Chase Bank, National Association, to repurchase an aggregate of $450 million of Ashland common stock, with an initial delivery of approximately 3.9 million shares. The program is subject to the $1 billion share repurchase program authorized by Ashland Board of Directors on March 15, 2018, from which $800 million is outstanding.

The ASR agreement is scheduled to terminate no later than March 31, 2022, but may be terminated early in certain circumstances. JPMorgan Chase Bank, National Association may be required to deliver additional shares of common stock to Ashland, or under certain circumstances, Ashland may be required to deliver shares of common stock or to make a cash payment, at its election.

“Ashland’s strong balance sheet, compelling free-cash-flow generation and net proceeds from a performance adhesives sale affords substantial investment in our key business strategies and growth initiatives as well as the ability to return capital to shareholders,” said Guillermo Novo, chairman and chief executive officer, Ashland.

The performance adhesives sale was announced just days before the ASR. The company’s wholly owned subsidiary, Ashland LLC, has signed a definitive agreement to sell its performance adhesives business to Arkema in an all-cash transaction valued at approximately $1.65 billion or 20 times LTM EBITDA1. The transaction is expected to close by the end of calendar year 2021, subject to receipt of regulatory approvals and satisfaction of other customary closing conditions.

According to the company, Ashland’s performance adhesives business has a portfolio of products that are well positioned in the market and valuable technologies with differentiating performance for customers across a variety of applications and markets.

Ashland says it expects net proceeds from the sale to be between $1.2 billion and $1.3 billion. The company says it will use the proceeds to invest in the growth of core businesses.

Ashland says the transaction is driven by its strategy to focus its resources on expanding its additive and ingredients portfolio.

1. Based on EBITDA of $82 million for the performance adhesives business for the 12 months ended June 30, 2021. EBITDA represents operating income plus depreciation and amortization. EBITDA is a non-GAAP financial measure. See Ashland’s periodic reports on Form 10-K and 10-Q for reconciliations for the relevant periods.

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