Celanese Corporation · NYSE:CE
Celanese — Merger or Acquisition (June 2021)
14 slides from Celanese's merger presentation, Jun 30, 2021
Slide 1: Celanese to Acquire ExxonMobil's Santoprene TPV Elastomers Business
Celanese to Acquire ExxonMobil’s Santoprene Œ TPV Elastomers Business Highly differentiated addition to Engineered Materials’ leading solution set June 2021
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, synergies, performance, capital expenditures, financing needs and other information that is not historica
Slide 3: Transaction Summary
3 1 Average 2017 through estimated 2021 adjusted EBITDA. Transaction Summary Business Terms & Valuation Financing Closing Financial Impact Acquisition of ExxonMobil’s Santoprene Œ thermoplastic vulcanizates (TPV) business Average historical adjusted EBITDA 1 of ~$100 M Estimated 2022 adjusted EBITDA
Slide 4: Transaction Highlights
Acquisition of a global leader in TPV with an industry - renowned brand Highly differentiated product portfolio that will be enhanced by Engineered Materials’ (EM) customer engagement model Advantaged product, end - use, and regional positions to deliver future growth Strengthens Engineered Material
Slide 5: A Global Leader in Thermoplastic Vulcanizates
A Global Leader in Thermoplastic Vulcanizates 5 Diversified Sales Auto (weatherseal) Auto (non - weatherseal) Construction Consumer Appliance Medical Oil&Gas Americas Europe Asia Leading TPV Brands TPV Capacity (kt) Competitor 7 Competitor 6 Celanese Competitor 5 Competitor 4 Competitor 3 Competitor
Slide 6: Highly Differentiated Product Portfolio
Key Santoprene ΠTPV functionality versus thermoset rubber alternatives: >100 products and ~300 customers ~150 patents, >2,000 patent applications Product specified and pull - through across OEMs Chemically cross - linked (vulcanized) high - performance material TPV leverages a unique combination of
Slide 7: Customer Solutions Tailored by Application
7 2 Immediate contribution to EM project pipeline model with high - value solutions across similar applications Customer Solutions Tailored by Application Multi - party collaboration with Tiers and OEMs Customer Model Enhanced Breadth of Product Portfolio Tailored TPV Functionality x Design flexibil
Slide 8: Advantaged Positions to Drive Growth
Advantaged Positions to Drive Growth Future mobility Sustainability and recyclability Energy efficiency and emissions reduction 8 Growth opportunities in Asia High Growth Regions 3 Strong strategic alignment with key macro and global growth trends Mega Trend Alignment Dynamic End - Uses Healthcare a
Slide 9: Significantly Enhanced Automotive Portfolio
Significantly Enhanced Automotive Portfolio 9 4 Expanding the broadest engineered materials solution set for global automotive Engineered Materials: Auto >500 specifications Interior Exterior Fuel delivery Engine cover Powertrain / Chassis Instrument panel Mats & carpet Seating & restraint Boot line
Slide 10: TPV Solutions Positioned for Future Mobility
10 Product functionality to drive growth in EVs and meet future automotive requirements TPV Solutions Positioned for Future Mobility 2015 2025 2040 Million Cars Sold 2 kg / car 3 - 4 kg / car Future Mobility Requires Functionalized TPV Elastomers x Durable sealing performance x Aging resistance x We
Slide 11: Santoprene Exceeds Disciplined M&A Criteria
Santoprene Œ Exceeds Disciplined M&A Criteria 11 5 Santoprene Œ acquisition exceeds Celanese’s disciplined M&A criteria shared at 2021 Investor Day
Slide 12: Broad M&A Opportunity Set in Engineered Materials
Broad M&A Opportunity Set in Engineered Materials 12 5 Santoprene Πacquisition adds to the core of Engineered Materials across multiple factors Santoprene Πacquisition Medical
Slide 13: Significant Synergy Opportunity
Cost Synergies Synergy Phasing Revenue Synergies x Fixed cost synergies x China localization synergies (logistics, freight, tariffs) x Tax synergies x Procurement synergies x European OEM growth x Pull - through of broader CE elastomers portfolio x Leveraging project pipeline model x Implementation
Slide 14: Purposeful Shareholder Value Creation Steps
Purposeful Shareholder Value Creation Steps 14 1 Assumes 2019 PPC equity earnings and Q1 2021 diluted share count of 114 M 2 Estimated incremental impact of $500M of share repurchases during the second half of 2020 3 Includes estimated impact of run - rate cost and revenue synergies ~$0.90 3 1 2 ~$1