DROGENBOS, Belgium - UCB Group and Solutia Inc. announced a definitive agreement under which UCB will acquire Solutia's Resins, Additives and Adhesives businesses for $500 million in cash, plus a $10 million exclusivity fee.

The acquisition includes Solutia's liquid and powder-coatings resins, additives, and adhesives products used primarily in industrial coatings, with an emphasis on the metal and automotive segments. The acquisition includes the former Vianova Resins and Additives business.

The acquisition will include approximately 1,700 employees, located in a number of research facilities and sales offices, and 10 production sites in Europe, the United States, South America, and Asia. The transaction is expected to close early in 2003, pending regulatory approvals. Sales of the businesses being acquired were approximately $400 million for the nine months ended Sept. 30, 2002, Solutia said.

UCB said it plans to launch a new business, Surface Specialties, by integrating its existing Film and Chemical Sectors and Solutia's Resins, Additives & Adhesives businesses. UCB's other businesses will be part of its Pharma Sector. UCB's existing chemical unit is a supplier of radiation-cure resins and powder-coatings resins, and also manufactures acrylic pressure-sensitive adhesives and polyurethanes.

The sale does not include Solutia's industrial products businesses or its Butvar specials and dispersions and Santotac product lines.