COVINGTON, Ky., Aug. 21 /PRNewswire-FirstCall/ -- Ashland Inc. (NYSE:
ASH) today announced that it has signed a definitive agreement to sell the
stock of its wholly owned subsidiary, Ashland Paving And Construction, Inc.
("APAC"), to Oldcastle Materials, Inc., for $1.30 billion, the final price
to be adjusted for changes in working capital and certain other accounts
from Sept. 30, 2005, until closing. After-tax proceeds, pre-adjustment, are
estimated to total $1.25 billion. The transaction, which has received
antitrust clearance, is expected to close by the end of the month, subject
to the satisfaction of customary closing conditions.
(Logo: http://www.newscom.com/cgi-bin/prnh/20040113/ASHLANDLOGO)
At the company's September board meeting, Ashland management intends to
recommend to its board of directors that substantially all of the net
after- tax proceeds from this transaction be used to fund the completion of
the existing share repurchase authorization, an additional share repurchase
authorization and a special cash dividend. The aggregate share repurchases
under the existing authorization and, if approved, the additional share
repurchase authorization would be limited to approximately 10 million
shares. There can be no assurance that the board of directors will accept
management's recommendation.
"Today, Ashland sharpens its focus on its future as a diversified
chemical company," said James J. O'Brien, Ashland's chairman and chief
executive officer. "When the transaction is completed, Ashland will consist
of its four chemical divisions: Ashland Performance Materials, Ashland
Distribution, Valvoline and Ashland Water Technologies."
Continuing, Mr. O'Brien said, "While Ashland has been pleased with
APAC's recent performance, the sale to Oldcastle is an important step in
achieving Ashland's strategic objectives. In addition to our recommended
use of proceeds, we continue to focus on creating long-term value for
Ashland's shareholders. We have the financial flexibility to pursue organic
growth and seek acquisitions that complement and strengthen our core
chemical businesses."
In connection with the transaction, Credit Suisse Securities (USA) LLC
acted as financial advisor, and Cravath, Swaine & Moore LLP acted as legal
counsel to Ashland.
Today at 10 a.m., EDT, Ashland will conduct a conference call and audio
webcast for securities analysts. The event will be accessible through
Ashland's Investor Relations website, http://www.ashland.com/investors. Afterward,
an archived version of the webcast will be available on the Ashland website
for 12 months. Minimum requirements to listen to the webcast include the
free Windows MediaPlayer software and a 28.8 Kbps connection to the
Internet.
With approximately 9,700 employees, APAC currently operates in 14
Southern and Midwestern states and has 93 aggregate production facilities,
including 36 permanent operating quarry locations; 31 ready-mix concrete
plants; 226 hot- mix asphalt plants and more than 13,000 pieces of mobile
equipment.
Ashland Inc. (NYSE: ASH) is a FORTUNE 500 chemical and transportation
construction company providing products, services and customer solutions
throughout the world. To learn more about Ashland, visit http://www.ashland.com.
FORTUNE 500 is a registered trademark of Time Inc.
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements include those that refer
to Ashland's operating performance and expectations about the APAC
transaction, including those statements that refer to the expected benefits
of the transaction and management's recommendation of anticipated use of
proceeds and expected benefits to Ashland's shareholders. Although Ashland
believes its expectations are based on reasonable assumptions, it cannot
assure the expectations reflected herein will be achieved. The risks,
uncertainties and assumptions include the possibility that Ashland will be
unable to fully realize the benefits anticipated from the transaction, the
possibility that the transaction may not close, and other risks that are
described from time to time in the Securities and Exchange Commission (SEC)
reports of Ashland. Other factors and risks affecting Ashland are contained
in Ashland's Form 10-K, as amended, for the fiscal year ended Sept. 30,
2005, filed with the SEC and available on Ashland's Investor Relations
website at http://www.ashland.com/investors or the SEC's website at http://www.sec.gov.
Ashland undertakes no obligation to subsequently update or revise the
forward-looking statements made in this news release to reflect events or
circumstances after the date of this release.
SOURCE Ashland Inc.
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Related links:
http://www.ashland.com/
Photo Notes:
NewsCom: http://www.newscom.com/cgi-bin/prnh/20040113/ASHLANDLOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
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CONTACT:
Media Relations, Jim Vitak, +1-614-790-3715,
or jevitak@ashland.com, or Investor Relations, Daragh Porter,
+1-859-815-3825, or dlporter@ashland.com, both of Ashland Inc.
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