FAIRLAWN, OH -- OMNOVA Solutions Inc. has entered into an agreement with AXA Private Equity granting the company a period of exclusivity to acquire specialty chemicals manufacturer Eliokem International. Closing of the proposed transaction is subject to consultation with Eliokem's Works Council in France, completion of a definitive agreement, regulatory approvals, financing and other customary conditions. Subject to these conditions, the company anticipates completion of the transaction by the end of 2010.

Under the proposed transaction, OMNOVA will pay EUR 227.5 million for Eliokem, or approximately $300 million at current exchange rates. OMNOVA intends to raise $425 million of new long-term debt to fund the transaction and the repayment of all existing OMNOVA and Eliokem debt. In addition, OMNOVA intends to extend and increase the size of its unused asset-based credit facility to $100 million and expects to have $40 million of cash at the closing of the acquisition. The company expects the transaction to be neutral to slightly dilutive to earnings in 2011, but accretive in 2012.

"This acquisition will transform OMNOVA Solutions into a much larger, more diverse specialty chemical and functional surfaces company with significantly enhanced global capability," said Kevin McMullen, Chairman and CEO of OMNOVA Solutions. "It is an excellent fit with OMNOVA's strategy to grow in existing markets, penetrate new adjacent markets and globalize our company."

Eliokem is a worldwide producer of specialty polymers and chemicals, including coating resins, elastomeric modifiers, antioxidants, rubber reinforcing resins, oil and gas drilling chemicals, and latices for specialty applications. Last 12 months sales and adjusted EBITDA through May 2010 were approximately $268 million and $50 million, respectively. Eliokem is headquartered in Villejust, France (near Paris), and has manufacturing sites in Caojing and Ningbo, China; Valia (Gujarat state), India; Le Havre, France; and Akron, OH. Eliokem also has regional sales offices in Akron, Singapore, Shanghai, and Mumbai. The company employs about 630 people worldwide.

OMNOVA plans to integrate Eliokem with its Performance Chemicals segment, a business that has significantly strengthened its competitive position and financial performance over the past several years.