NZX/ASX release

15 February 2016

Indicative, non-binding, conditional proposal to acquire Nuplex
Nuplex Industries Limited (NZX/ASX: NPX, "Nuplex") announced that it has received
an indicative, non-binding and conditional proposal (the "Proposal") from Allnex
Belgium SA/NV (“Allnex”), a leading global coating resins producer backed by global
private equity firm Advent International Corporation ("Advent"), to acquire all of the
outstanding shares in Nuplex via a scheme of arrangement for a total of NZ$5.55 cash
per share. This would include any Nuplex interim dividend declared and paid between
now and the settlement of the Proposal. The price will be reduced by that dividend.
The Proposal follows a confidential approach from Advent regarding the combination
of Nuplex and Advent's portfolio company Allnex. Nuplex and Allnex are
complementary businesses and bringing them together would create a leading, global,
independent coating resins producer.
Following the initial approach, the Board entered into discussions, which were strictly
confidential and inconclusive. With the assistance of financial and other advisers, the
Board initially rejected Advent’s proposals. Subsequently, after three offer revisions
since the initial offer from 30 October 2015, Allnex and Advent have submitted the
current Proposal, offering improved total consideration of NZ$5.55 per share.
The price represents a premium of 44% to Nuplex's closing price of NZ$3.86 on
12 February 2016, the date before the Proposal, and a premium of 35% to its New
Zealand volume weighted average price for the six months ended 12 February 2016.
After careful examination, the Board of Nuplex considers the offer to be attractive for
Nuplex’s shareholders. As the Board believes engaging further with Allnex and Advent
is in the best interests of shareholders, Nuplex is entering into advanced discussions
and due diligence with the aim to agree a binding Scheme Implementation Agreement.
Shareholders would then vote on the Proposal.
Accordingly, Nuplex has granted Allnex and Advent a period of exclusivity of 6 weeks.
Nuplex has agreed (subject to the Board’s typical fiduciary duties under which the
Directors are able to consider superior offers if they arise), that during the exclusive
due diligence period it will not solicit, initiate or encourage any enquiries with a view to
obtaining a competing transaction to Allnex’s and Advent’s proposal. Equally, Allnex

 and Advent have agreed that they will not purchase Nuplex shares on-market. The
parties have agreed reciprocal break fee arrangements should either not proceed with
the Proposal, subject to agreed exceptions.
Before the Proposal can be put to shareholders, the following conditions need to be
satisfied:





Approval by the Board of Nuplex;
Allnex and Advent satisfactorily completing their due diligence, allowing
financing to be finalised and receiving final approval from Allnex’s Board and
Advent’s Investment Committee;
The parties enter into a mutually acceptable Scheme Implementation
Agreement.

The implementation of the scheme of arrangement would be subject to conditions
including regulatory approvals, a favourable Independent Adviser's report, Nuplex
shareholder approval and Court approval in New Zealand.
Nuplex Chairman Peter Springford said; “The Board is confident that Nuplex
management can deliver growth in earnings, particularly from the platform now
established in Asia and our new breakthrough technology, Acure™. However, the
Board knows that delivering this growth may take some time and that shareholders
may value the certainty of NZ$5.55 per share today, a premium of 44% over our
current share price.”
“The Board believes that this proposal, from a credible trade buyer, is attractive and
shareholders should have the opportunity to consider its merits if an agreement can
be reached by the parties. We are working with Allnex and Advent to see if the
outstanding conditions can be met so that a finalised Proposal can be put to
shareholders as soon as possible,” concluded Mr Springford.
The Board notes that initially, shareholders do not need to take any action in response
to the Proposal. If a final Scheme Implementation Agreement was to be agreed,
shareholders will receive documentation from the company, outlining the proposed
transaction details and including a recommendation from the Board. Shareholders will
then need to vote on the transaction.
There is no certainty that the Proposal will result in a binding offer for the Company.
Nuplex will report its interim financial results for the 2016 Financial Year on Thursday
18 February 2016.
2

 Nuplex has retained UBS and Bell Gully as advisers.
Ends
For investor inquiries contact:
Josie Ashton, Investor Relations  +612 8036 0906  josie.ashton@nuplex.com
For New Zealand media inquiries contact:
Louisa Jones, Porter Novelli on behalf of Nuplex  +64 21 299 2628 
louisaj@porternovelli.kiwi
For Australian media inquiries contact:
Paula Hannaford, Kreab on behalf of Nuplex  +61 413 940 180 
phannaford@kreab.com
About Nuplex
Nuplex is a leading, global manufacturer of resins used in paints, coatings and structural
materials with annual sales of c.NZ$1.5 billion (c.US$1 billion). Listed on the NZX and the
ASX, Nuplex is a global leader in rheology control coatings technology, as well as performance
and industrial coating resins, particularly for Automotive OEM, Vehicle Re-finish, Wood, and
Protective coatings. From its 16 production sites located across Asia, Europe, America and
Australia and New Zealand, Nuplex has customers in over 80 countries worldwide. Through
its global R&D network of local technical service support, regional R&D centers and a
dedicated Innovation Centre in The Netherlands, Nuplex works in partnership with its
customers to develop the right solution for their coatings challenges.

About Allnex
Allnex, formerly Cytec Industries' Coating Resins business and acquired by Advent in 2013
for US$1.15 billion, with sales of c. US$1.5 billion, is a leading global producer of coating
resins and additives for architectural, industrial, protective, automotive and special purpose
coatings and inks. Allnex is recognized as a specialty chemicals pioneer and offers an
extensive range of products including innovative liquid resins & additives, radiation cured and
powder coating resins & additives and cross linkers for use on wood, metal, plastic, and other
surfaces. Today, Allnex has EBITDA of about US$215 million and has a strong global
presence with 17 manufacturing sites and 12 research & technology support facilities
throughout the world, focusing on assisting its c.2,500 customers to rapidly bring advanced
coating solutions to market.

About Advent International
Founded in 1984, Advent International is one of the largest and most experienced global
private equity firms and a leading investor in the global Chemicals industry. Advent's
investment philosophy is centred around supporting leading management teams and
providing resources for further growth, in order to execute on a mutually developed strategy
and investment case. To date, Advent has raised cumulative capital of c.US$40 billion, and
has executed over 310 transactions including over 30 investments in the Chemicals industry.
Advent has a strong track record of making significant and successful investments, with recent
chemicals transactions including Allnex (formerly Cytec Industries' Coating Resins business),
Oxea, Maxam and Grupo Transmerquim. Advent also has extensive experience in conducting
Public-to-Private transactions, with recent examples including Douglas, Mediq and Unit 4.

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