2. Forward-Looking Statements
Certain information in this presentation may be considered forward-looking information
within the meaning of the Private Securities Litigation Reform Act of 1995. This information
is based on the Company's current expectations and actual results could vary materially
depending on risks and uncertainties that may affect the Company's operations, markets,
services, prices and other factors as discussed in filings with the Securities and Exchange
Commission. These risks and uncertainties include, but are not limited to, industry and
economic conditions, competitive, legal, governmental and technological factors. There is
no assurance that the Company's expectations will be realized. The Company assumes
no obligation to update any forward-looking information contained in this presentation
should circumstances change, except as otherwise required by securities and other
applicable laws.
This presentation contains non-GAAP financial measures. A reconciliation to the
nearest U.S. GAAP financial measures is included at the end of the presentation.
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4. Acquisition Overview
Hexion and Huntsman have reached a definitive agreement for Hexion
to acquire Huntsman Corporation (NYSE: HUN) for $28.00 in cash for
each outstanding Huntsman share of common stock
All-cash transaction valued at approximately $10.6 billion, including
the assumption of debt
Closing subject to Huntsman shareholder approval and regulatory
approvals
Upon closing, the merged companies will form a global leader in
specialty chemicals
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5. Strategic Rationale for the Combination
The combination will create one of world’s largest specialty chemical
companies
Annualized sales of more than $14 billion
More than 21,000 associates
180 facilities globally
Strong global positions with significant scale and market leadership
Expanded portfolio of leading products and technologies
Unmatched geographic reach with ability to serve global customers in
all parts of the world
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6. Hexion Business Snapshot
2006 Revenues = $ 5.2 billion
Revenue by Region Revenue by Segment
FFP
North
27%
America EPRD
RoW
52% 41%
14%
C&I
Perf Prods 24%
EMEA
8%
34%
Main Segments & Product Lines:
Epoxy and Phenolic Resins (EPRD) – Epoxy Resins and Intermediates, Composite Resins,
Molding Compounds, Phenolic Specialty Resins, Epoxy Coating Resins and Versatic Acids
and Derivatives
Formaldehyde and Forest Product Resins (FFP) – Formaldehyde Based Resins and
Intermediates, Forest Product Resins and Formaldehyde Applications
Coating & Inks (C&I) – Polyester Resins, Alkyd Resins, Acrylic Resins, Ink Resins and
Additives
Performance Products (Perf Prods) – Phenolic Encapsulated Substrates, Foundry Resins
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7. Huntsman Business Snapshot
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2006 Revenues = $8.8 billion
Revenue by Region Revenue by Segment
North Urethanes
America 39%
38%
Textile Effects
11%
RoW Advanced
M aterials
24%
Pigments & Inks 15%
12%
EMEA Performance
38% Products
23%
Main Segments & Product Lines:
Urethanes – MDI, PO/MTBE
Advanced Materials – Epoxy resins, cross-linkers, curing agents
Performance Products – Surfactants, LAB, amines, maleic anhydride, EO
Textile Effects – Textile dyes, processing and finishing chemicals
Pigments – TiO2
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•Pro forma for announced but not completed divestitures, and Textile Effects acquisition.
8. Hexion & Huntsman Will Form A Powerful Company
2006 Revenues = $ 14.0 billion
Revenue by Region Main Segments & Product Lines
Urethanes – MDI, PO/MTBE
Epoxy Resins – Epoxy resins, cross-linkers, curing
North
agents, versatics
America
Performance Products – Surfactants, LAB, amines,
43%
maleic anhydride, EO, EG
RoW Pigments & Inks– TiO2,, ink and adhesive resins
20%
Coatings – Alkyd, saturated & unsaturated polyester
resins and acrylic dispersions
Formaldehyde Thermosets – Formaldehyde, amino,
EMEA
phenolic & novolac resins
37%
Textile Effects – Textile dyes, processing and finishing
chemicals
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9. Combination Creates a Powerful Global Footprint
(1)
(1) 2006 PF Differentiated Revenue Distribution. Source of Huntsman map: February 2007 Analyst Day Presentation.
Proforma 2006 revenues to include Polyurethanes, Advanced Materials, Textile Effects, Performance Products and Pigments
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10. Next Steps
The transaction is subject to Huntsman stockholder approval and
regulatory approvals
Financial commitments are in place that provide ample liquidity to
close the acquisition pending necessary shareholder approval and
other conditions
Huntsman & Hexion will continue to operate as separate companies
and competitors until closing
Integration teams will be formed at the appropriate time composed of
Huntsman & Hexion associates to plan how we will merge our
organizations
Information will be shared as we move through the planning process
We are excited about the opportunities our combined company
will provide as a global leader in specialty chemicals
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