NOVEON LOGO Noveon, Inc. logo. (PRNewsFoto)[TC] CLEVELAND, OH USA

    CLEVELAND, April 16 /PRNewswire/ -- Noveon International, Inc. announced
today that it has entered into a definitive agreement for the sale of the
Company to The Lubrizol Corporation (NSYE: LZ).  The acquisition, which has
been approved by the board of directors of both companies, is subject to
regulatory approval and is expected to close within three months.
    (Logo:  http://www.newscom.com/cgi-bin/prnh/20010523/CLW011LOGO-b )
    The transaction value includes a cash payment of $920.2 million for equity
and the assumption of net debt which was approximately $920 million as of
December 31, 2003.  As a result of the transaction, Noveon will withdraw its
registration statement with the SEC for its initial public offering.
    "The strengths of Noveon and Lubrizol complement each other well," said
Steve Demetriou, Noveon's president and chief executive officer.  "This
agreement will be value-added for both companies and our respective customers,
and will enable the combined organization to build upon the successful
foundation we have established at Noveon.  Since its inception, three years
ago, Noveon has transformed itself into a leading specialty chemical company,
revitalized its businesses and reinvigorated its product pipeline.  The value
we have created at Noveon is reflected by our recent accomplishments which
have included eight consecutive quarters of year-over-year sales growth,
relentless pursuit of best-in-class productivity initiatives, successful bolt-
on acquisitions and global expansion."
    Following the transaction, the combined company will have revenues of
approximately $3.2 billion.  Noveon will become a wholly owned subsidiary of
Lubrizol with its headquarters remaining in Brecksville, Ohio.  The new Noveon
subsidiary will include Lubrizol's fluid technologies for industries
businesses and will have annualized sales of approximately $1.6 billion.
    "Noveon is a well-run company," said Lubrizol's president, James L.
Hambrick, who will succeed W.G. Bares as CEO at the company's April 26 annual
meeting of shareholders.  "It holds leading positions in a number of high-
growth markets and will give us the added breadth we need to leverage our
technology into new markets and applications.  Our business will be better
balanced following the acquisition.  Approximately one-half of our company
will consist of Lubrizol's traditional business, which concentrates on
lubricant additives for the transportation market and is a strong, stable and
cash-generating business.  The other half will concentrate on the higher-
growth areas of industrial and consumer-related products.  Once the
transaction is completed, we will move rapidly to integrate the acquisition
and achieve synergies resulting from the combination of the two
organizations."
    Credit Suisse First Boston LLC and Deutsche Bank Securities, Inc. acted as
financial advisors to Noveon on this transaction.
    Noveon is a leading global producer and marketer of technologically
advanced specialty chemicals for a broad range of consumer and industrial
applications with revenues in the last twelve months of $1.2 billion.  Noveon
is headquartered in Cleveland, Ohio, with regional centers in Brussels,
Belgium, and Hong Kong. Noveon was created by AEA Investors, DLJ Merchant
Banking Partners, a division of CSFB Private Equity and MidOcean Capital on
February 28, 2001 to acquire the Performance Materials Division from Goodrich.
    The Lubrizol Corporation (NYSE: LZ) is a global provider of specialty
additives and fluid technologies.  These high-performance technologies focus
on chemicals, systems and services for transportation and industry.  The
company's customers use its technology to enhance a wide variety of end-use
products, including engine lubricants and fuel; gear oils and other vehicle-
related fluids; hydraulic fluids and emission control systems; greases and
industrial fluids; personal care products and industrial cleaners; paints,
coatings and inks; and mining chemicals.  Lubrizol was founded in 1928 and
owns and operates 37 manufacturing plants in 16 countries.  The Wickliffe,
Ohio-based company has 53 sales and technical offices and more than 5,000
employees worldwide.  The company had revenues of $2 billion and earnings of
$91 million in 2003.  For more information, visit http://www.lubrizol.com .
    This release contains forward-looking statements that relate to future
events or performance.  These statements reflect Noveon's current
expectations, and the Company does not undertake to update or revise these
forward-looking statements, even if experience or future changes make it clear
that any projected results express or implied in this or other Company
statements will not be realized.  Furthermore, investors are cautioned that
these statements involve risks and uncertainties, many of which are beyond the
Company's control, which could cause actual results to differ materially from
the forward-looking statements.  Important factors that may affect our
expectations, estimates or projections include:

    -- the effects of the substantial debt we have incurred in connection with
       our acquisition of the Performance Materials Segment of Goodrich and
       our ability to refinance or repay that debt;

    -- changes in customer requirements in markets or industries we serve;

    -- general economic and market conditions;

    -- competition within our industry;

    -- our access to capital markets and any restrictions placed on us by any
       current or future financing arrangements;

    -- environmental and government regulations;

    -- the effect of risks of investing in and conducting operations in
       foreign countries, including political, social, economic, currency and
       regulatory factors;

    -- changes in the price and supply of major raw materials; and

    -- the effect of fluctuations in currency exchange rates on our
       international operations.

    Further information about these risks can be found in the Company's
filings with the Securities and Exchange Commission.
    Investors are cautioned not to place undue reliance on any forward-looking
statements contained herein, which speak only as of the date hereof.  The
Company undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

Link to this page:

  

http://www.prnewswire.com/comp/156774.html
CONTACT:
Investor Relations & Media, Sean Stack of
Noveon, Inc., +1-216-447-6494

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