Ingevity Corporation · NYSE:NGVT

Ingevity — Merger or Acquisition (December 2018)

12 slides from Ingevity's merger presentation, Dec 10, 2018

  1. Slide 1: Ingevity Announces Agreement to Acquire Perstorp's Capa Caprolactone Division

    Ingevity Announces Agreement to Acquire Perstorp’s Capa TM Caprolactone Division December 10, 2018

  2. Slide 2: Disclaimer

    Disclaimer This presentation contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 19 95. Such forward looking statements generally include the words “may,” “could,” “should,” “believes,” “plans,” “intends,” “targets,” “will,” “ exp ects,” “sug

  3. Slide 3: Transaction Overview

    Transaction Overview Transaction Value ▪ Cash purchase price of €590 million (~$675 million 1 ) ▪ ~11x 2018E adjusted EBITDA 2 ▪ Assumes no synergies or tax benefits ▪ Expected EPS accretive in year one ▪ To be financed under existing credit facilities and cash ▪ Pro forma 2018E net leverage: ~3.5x

  4. Slide 4: Capa Caprolactone Business Overview

    Capa TM Caprolactone Business Overview 4 ▪ Capa holds the #1 market position in caprolactone technologies, with only two other major competitors worldwide ▪ Caprolactone is a critical input to many high - growth end - use applications ▪ Note: Caprolactone is not caprolactam ▪ Highly profitable and s

  5. Slide 5: Market Use Benefits End-Products

    Market Use Benefits End - Products Coatings Capa Polycaprolactones for High - Performance Polyurethane Coatings • High gloss • Weathering resistance • Flexibility • Toughness • Self - healing • Aerospace coatings • Automotive coatings • Specialty flooring coatings • Windmill coatings Resins Capa - b

  6. Slide 6: Value-creating Acquisition Consistent with Our Strategy

    Value - creating Acquisition Consistent with Our Strategy Strategic Rationale ▪ Strong, m arket - leading business focused on high - growth end - use applications ▪ Complementary fit with Ingevity business model and capabilities ▪ Technology - focused relationships drive customer intimacy ▪ Similar

  7. Slide 7: Strong, Market-leading Business Focused on High-growth End-use Applications

    Strong, Market - leading Business Focused on High - growth End - use Applications 125 Projected Market Growth and Share by Product Segment Monomer Polyols Thermoplastic 46% ▪ Polyols synthesis ▪ Reactive modifier ▪ Coating additives ~4 – 5% ~6 – 7% ~4 – 5% 38% ▪ Coatings ▪ Elastomers ▪ Adhesives ~7%

  8. Slide 8: Technology-focused Relationships Drive Customer Intimacy

    Technology - focused Relationships Drive Customer Intimacy 8 Resins & Coatings 31% Adhesives 8% Elastomers 27% Bioplastics 5% Caprolactone and Other 29% Ingevity overlap Revenue by End - use Applications (2018E) Source: Company information ▪ Deep customer knowledge backed by 40 years of technical ex

  9. Slide 9: Similar Manufacturing Process and Approach

    Similar Manufacturing Process and Approach “ Capa ” Cyclohexanone Caprolactone Thermoplastics  Adhesives  Bioplastics  Shoe Counters  Medical Devices Caprolactone Polyols  Adhesives  Coatings  Elastomers Hydrogen Peroxide Hexanediol (HDO) Caprolactone Lactides  Coatings  Elastomers Compound

  10. Slide 10: Provides New Avenues for Strategic Growth and Value Creation

    Provides New Avenues for Strategic Growth and Value Creation 10 ▪ Continued growth supported by end - market macro trends in core and emerging applications ▪ Biodegradable polymers, medical devices, 3D printing, etc. ▪ Untapped potential for caprolactone to increase penetration via technology substi

  11. Slide 11: Top-tier Financial Profile, Immediately Accretive

    Top - tier Financial Profile, Immediately Accretive 11 2013A 2018E Revenue Growth (2013A – 2018E) ▪ Compelling financial profile: ▪ Strong historical growth ▪ Sustainable adj. EBITDA margins in mid - 30%s ▪ Modest capital intensity ▪ Improves Performance Chemical segment adj. EBITDA margins by ~300b

  12. Slide 12: Value-creating Acquisition Consistent with Our Strategy

    Value - creating Acquisition Consistent with Our Strategy ▪ Furthers our purpose of purifying, protecting and enhancing the world around us ▪ Provides a complementary, growth platform in new and existing end - use applications ▪ Business aligned with Ingevity strengths: ▪ Technology - based customer

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