Grace Expands Fast Growing Pharma Portfolio through Acquisition of Fine Chemistry Business - Seite 2

Strengthens Technology, Product and Manufacturing Portfolio. Like Grace, FCS is highly focused on differentiated technology, customer-driven innovation, quality and regulatory leadership. The business has a strong, proven capability to deliver customer-focused solutions supporting the entire small molecule development cycle from the pre-GMP clinical stage through cGMP commercial manufacturing. With this investment, Grace will have a more comprehensive and differentiated offering from early development through commercialization with full analytical, regulatory and manufacturing capabilities. Following the acquisition, Grace will be better positioned to address customers’ broad needs as a fully-integrated development and manufacturing solutions provider.

Attractive, High Growth End-Markets. FCS’ end markets have sustainable, attractive growth rates and margins. Key growth drivers for these end markets include an aging population, favorable global socioeconomic demographics, growing access to health care, and increasing disease treatment demands, among others. The business extends Grace’s presence into high growth areas such as oncology, diabetes, cardiovascular and antivirals.

Long-Standing Relationships with Extensive Customer Base. FCS benefits from extensive and long-term customer relationships, supported by expertise in product development and manufacturing that enables customers to develop targeted solutions for patients. The business has more than three decades of active relationships with 70 of the top 100 pharmaceutical companies as well as development and commercial relationships with more than 300 pharmaceutical companies. Following the close, Grace will serve nine of the top ten pharmaceutical companies.

Great Talent and Complementary Cultures. This transaction combines two successful organizations with deep expertise and complementary cultures. Together, the business will have a strong multi-decade track record of safety, customer-driven innovation and quality, with a clear focus on delivering value.

Transaction Terms

The transaction is structured to provide significant financial flexibility to Grace. Under the terms of the agreement, which has been unanimously approved by the Grace Board of Directors, Grace will pay Albemarle total consideration of $570 million, representing a full-year run rate 2021 EBITDA multiple of 9.5x. $300 million of the total consideration will be paid upon closing in cash, and $270 million will be funded through the issuance to Albemarle of non-participating preferred equity of a newly created Grace subsidiary. The preferred equity will not receive any dividends for a period of two years following the closing of the transaction. Grace expects to finance the cash portion of the transaction with a mix of cash and debt.