Celanese Corporation · NYSE:CE
Celanese — Merger or Acquisition (February 2022)
17 slides from Celanese's merger presentation, Feb 18, 2022
Slide 1: Celanese to Acquire Majority of DuPont's Mobility & Materials Business
Celanese to Acquire Majority of DuPont’s Mobility & Materials Business Establishes Celanese as the Preeminent Global Specialty Materials Company February 2022
Slide 2: Forward-Looking Statements
Forward - Looking Statements This presentation contains "forward - looking statements," which include information concerning the Company's plans, objectives, g oals, strategies, future revenues, cash flow, financial performance, synergies, performance, capital expenditures, financing needs and other
Slide 3: Engineered Materials: The Path to Preeminence
Engineered Materials: The Path to Preeminence 3 2012 2014 2015 2016 Purposeful actions to implement, enhance & extend the EM model leading up to this acquisition 1 Excludes EM affiliate earnings 2017 2018 2019 Engineered Materials (“EM”) Operating EBITDA (base business) 1 2020 2021 2022 EM Acquisiti
Slide 4: Transaction Summary
4 1 Excluding Delrin ® POM, Tedlar ® PVF, Multibase , and Auto Adhesives & Fluids businesses included in the Mobility & Materials segment Transaction Summary Business Terms & Valuation Financing Closing Financial Impact Acquisition of majority of Dupont’s Mobility & Materials 1 (“M&M”) business Esti
Slide 5: M&M Acquisition is a Powerful Step Forward
M&M Acquisition is a Powerful Step Forward 5 Adds to the core of EM & significantly enhances its position as a global customer solutions partner Medical Expanding the broadest polymer portfolio & extending backward integration Enhancing customer engagement via complementary commercial & application
Slide 6: Compelling Strategic Rationale
Compelling Strategic Rationale 6 1 High - quality & high - margin acquisition that transforms Celanese into a larger, more diversified, and more profitable business 2 Complementary product portfolio that doubles the leadership, branding & integration of the EM product portfolio 3 Enhances the commer
Slide 7: M&M is a diverse & high-margin specialty business
7 M&M is a diverse & high - margin specialty business serving attractive end - markets & geographies NOTE: All figures exclude out of scope M&M assets 1 Includes JV production facilities END - MARKET POLYMER FAMILY GEOGRAPHY $3.8 B NET SALES 2022 Est. $900 M EBITDA 2022 Est. 23 % EBITDA MARGIN 2022
Slide 8: Creates a larger, more diversified & more profitable Engineered Materials business
Other Industrial & Consumer Electrical & Electronics 8 Creates a larger, more diversified & more profitable Engineered Materials business NOTE: All figures exclude out of scope M&M assets 1 Combined 2022 estimates of Celanese EM and M&M performances. Excludes synergies Combining two highly complemen
Slide 9: Highly Complementary Product Portfolios
9 2 Immediately doubling the leadership, branding & integration strengths of EM Highly Complementary Product Portfolios 1 Hostaform ® , Celcon ® , GUR ® , Santoprene Œ , Zytel ® , Rynite ® , Crastin ® , Hytrel ® , Vamac ® , Mylar ® 2 #1 or #2 global position 3 Integration into polymerization Post -
Slide 10: Complementary commercial & development strengths will accelerate growth
10 Complementary commercial & development strengths will accelerate growth in high - value end - markets Unparalleled Customer Solutions Partner 3 5G & Connectivity Medical & Pharma Future Mobility Sustainability Commercial & Customer Engagement Innovation & Application Development EM ENHANCED CUSTO
Slide 11: Capitalize on opportunity in EVs & hybrids to drive accelerated growth in automotive
11 3 Capitalize on opportunity in EVs & hybrids to drive accelerated growth in automotive Attractive Automotive Opportunity 2022 2023 2027 ~100M Autos Current Global KPV 1 by Powertrain Type (Acquired Polymer Families) 2 26 kg Internal Combustion Engine (ICE) 28 kg Hybrid Source: Roland Berger, IHS,
Slide 12: Combined scale & breadth of solutions to drive EV leadership
12 3 Combined scale & breadth of solutions to drive EV leadership Significant Opportunities in Battery Electric Vehicles • Battery separators & safety materials • Battery cell frames • Heat exchanger tank • Water & coolant tubing • Cooling module • Radiator end tank • Battery module • Inverter • E -
Slide 13: Transaction Delivers on Disciplined M&A Criteria
Transaction Delivers on Disciplined M&A Criteria 13 4 High quality & complementary acquisition with substantial synergies & attractive financial profile
Slide 14: Substantial Synergy Opportunity
Manufacturing utilization & scale Supply chain & procurement Backward integration into polymerization Overlapping support functions Commercial & technical scale Customer localization EXAMPLE OPPORTUNITY: 14 Substantial Synergy Opportunity 4 Approximately $450 million of synergies driven by two highl
Slide 15: Strong Financial Profile
Strong Financial Profile 15 4 Transaction enhances Celanese financial profile and creates significant shareholder value 1 Assumes a close around the end of 2022 Excludes one - time costs and includes deal - related depreciation and amortization c c c c Acceleration of top - line growth Enhanced marg
Slide 16: Robust Cash Flow Supports Swift Deleveraging
16 Doubling of Celanese free cash flow supports a wide range of strategic & capital return initiatives 1 Free cash flow defined as cash flow from operations less capex, includes synergies based on phase - in and excludes one - time tran saction costs in 2022. 2 Excludes one - time transaction costs
Slide 17: Exposure to high-growth & value markets
Exposure to high - growth & value markets End - market & regional diversification Predictability of earnings growth Market leadership across businesses Inorganic opportunity set Top - line growth 17 Complementary strengths of Celanese businesses further leveraged by this transaction 1 Includes 2022