Solvay launches its friendly cash offer for Rhodia shares at EUR 31.60 per share

Offer unanimously recommended by Rhodia’s Board of directors:

  • The EUR 31.60 per share represents a 50% premium over the last share price prior to the announcement of the offer
  • Offer of EUR 52.30 per OCEANE convertible bond
  • Indicative calendar from June 15th to July 20th, 2011
  • Enterprise value of Rhodia of EUR 6.6 billion and REBITDA multiple of 7.3x
  • Rhodia's equity valued at EUR 3.4 billion
  • Net profit per share accretive as from 2011 for Solvay

Creation of a major global chemical Group:

  • Sales of EUR 12 billion and REBITDA of EUR 1.9 billion
  • Strong complementarities of the businesses, global market leader in each business
  • 40% of sales generated in emerging markets
  • Enlarged and more balanced business portfolio

Solvay and Rhodia announced today the start of Solvay's friendly cash offer for Rhodia shares at EUR 31.60 per Rhodia share ex dividend (representing a 50% premium over the closing Rhodia share price on April 1st), and EUR 52.30 for the OCEANE convertible bonds. This offer, which covers the entire Rhodia equity capital and voting rights, values Rhodia’s market capitalization at EUR 3.4 billion with an enterprise value of EUR 6.6 billion and a REBITDA multiple of 7.3x. Rhodia's acquisition should increase Solvay’s earnings per share as from 2011.

The launch of the offer by the French financial markets authorities follows approvals subject to applicable regulations from the French Autorité de Contrôle Prudentiel and the French Ministry of the Economy, Finance and Industry dated 27 May 2011 and 10 June 2011 respectively.

Solvay reserves the right to undertake a squeeze-out on any remaining Rhodia shares if it receives acceptances from more than 95% of the company's equity and voting rights following the offer.

With sales of EUR 12 billion2 the new group will become a large global chemical company firmly committed to sustainable development. The future group will capitalize on its excellent market positions with 90% of combined sales realized in businesses where it is one of the top 3 worldwide market leaders.

The new Group will have a broader businesses portfolio, less exposed to economic cycles, geographically balanced and focused on emerging markets, which already account for 40% of the new Group's sales. Capitalizing on the strong complementarities and a common culture based on sustainable responsibility, operational excellence and innovation, the new Group will be in a position to seize all opportunities for growth.

Christian Jourquin, Solvay CEO stated: “The track record of both companies to date bears witness to the strong growth potential, based on their excellence and strong complementarities. These will enhance the development potential for the new group, which will be larger than those of Solvay and Rhodia on a standalone basis. This transaction will give the two companies the resources they require to pursue their track record of innovation and as such to meet their future industrial and technological challenges”.

“The launch of the Solvay offer gives Rhodia shareholders the opportunity to properly value their investment, while also contributing to the creation of a major chemical group. I am convinced that thanks to Rhodia shareholders’ confidence and support, we will be able to write a new page in the history of our two companies”, commented Jean-Pierre Clamadieu, Rhodia Chairman and CEO.

The approval for the launch of the offer and its terms and conditions can be viewed on the websites of the Autorité française des marchés financiers (French financial markets regulator - www.amf-france.org) and NYSE Euronext Paris (www.euronext.com).

The final timetable for the offer including the closing date, will be published by the Autorité française des marchés financiers following receipt of approval from the European Commission while approval from the Federal Trade Commission is deemed to have been issued May 6, 2011. This timetable will be published in a joint press release from Solvay and Rhodia. For information purposes and notwithstanding the date for receipt of the approval from the European Commission, the earliest closing date of the offer will be July 20, 2011, which represents 25 market trading days following the start date.

The French and English versions of the Solvay prospectus, including the terms for submitting Rhodia shares for the offer, the French and English versions of Rhodia's memorandum in response as well as the legal, financial and accounting disclosures for Solvay and Rhodia can be viewed on the dedicated pages of the websites of Solvay (www.solvay.com/OPARhodia) and Rhodia (www.rhodia.com) respectively.



RHODIA, as a leading chemicals company in each of its businesses, is an international company firmly committed to sustainable development. The company focuses on operational excellence and innovation on behalf of its customers. Rhodia is organized around 11 businesses within 5 divisions supplying large companies in the automotive, electronics, perfume, healthcare, beauty products, detergent, industrial products and retail sectors. The company posted 2010 revenues of EUR 5.23 billion and currently employs some 14,000 people worldwide. Rhodia is listed on Euronext Paris. Further details are available at www.rhodia.com.

For additional information about the offer, please contact:

INDIVIDUAL SHAREHOLDERS IN FRANCE

Toll free number: 0800 272 000
Internet: www.solvay.com/OPARhodia
Internet: www.rhodia.com

INDIVIDUAL SHAREHOLDERS IN THE USA
Internet: www.solvay.com/OPARhodia
Internet: www.rhodia.com

INSTITUTIONAL SHAREHOLDERS
Orient Capital Ltd, Institutional Investor Information Agent
David Chase Lopes: +33 1 40 67 15 76 or +44 207 776 7578
Sheryl Cuisia: +44 207 776 7584

This press release does not and must not be considered as an offer for Solvay to purchase Rhodia shares.

Access to the prospectus and the memorandum in response as well as all other documents with regard to the offer and participation in the offer may be covered by legal restrictions in certain jurisdictions. The offer is exclusively made in France and USA, and shall not be made to persons directly or indirectly subject to such restrictions. Non-compliance with such restrictions represents a breach of applicable financial market laws and regulations in some jurisdictions. Solvay cannot accept any liability in the event of breach by any person of the applicable legal restrictions. Under no circumstances may the offer be accepted by a person in a country where acceptance of the offer represents a breach of applicable laws and regulations
It is strongly recommended for the shareholders and other investors to review the offer documents before taking any decision with regard to the offer.

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