Status:  New Filing


Acquirer:  Kuraray Co., Ltd. (Japan)

Acquired:  Calgon Carbon Corporation (US)

Value:  Approx. US$1.1 billion equity value

Industry:  Chemicals

UPDATE:  On November 28, Calgon Carbon Corp. filed proxy statements with the SEC, in which it stated that “[o]n November 22, 2017, Calgon Carbon and Kuraray filed a joint voluntary notice with CFIUS. Calgon Carbon and Kuraray anticipate CFIUS will begin its initial 30-day review period within several business days of the date of this proxy statement.”  (Calgon Carbon Schedule 14A Proxy Statement, Nov. 28, 2017, SEC Filing.)  The proxy statement also indicated that “Calgon Carbon submitted the required written notification to DDTC of the transaction on September 29, 2017” and the “notice period will expire on November 28, 2017 …” (Id.)

Posted on October 28, 2017

Status: New Filing

In a recently filed SEC disclosure, Calgon Carbon Corp. stated that “[o]n October 13, 2017, Calgon Carbon and Kuraray filed a draft joint voluntary notice with CFIUS.” (Calgon Carbon Schedule 14A, Oct. 27, 2017, SEC Filing.)  The filing stated that parties did not “file a final joint voluntary notice with CFIUS,” but will do so “[a]fter receiving comments on the draft joint voluntary notice from CFIUS.”  (Id.)  In addition, concerning Calgon Carbon’s obligations under the ITAR, “Calgon Carbon submitted the required written notification to DDTC of the transaction on September 29, 2017. The notice period will expire on November 28, 2017, absent a waiver of that period by DDTC.”  (Id.)

Posted on October 2, 2017

Status: Upcoming/New Filing

On September 21, 2017, Calgon Carbon Corporation, a Pittsburgh, Pennsylvania based company that provides activated carbon, filtration media, and ultraviolet technology solutions, and Kuraray Co., Ltd., a Japan based diversified global specialty chemical company, announced they have entered a merger agreement whereby Calgon Carbon will merge into KJ Merger Sub, Inc., and survive as a wholly owned subsidiary of Kuraray for a transaction value in excess of US$1.3 billion.  (See Calgon Carbon Press Release, Calgon Carbon Corporation Announces Agreement to be Acquired by Kuraray, Sept. 21, 2017; Calgon Carbon Form 8-K, Sept. 21, 2017, SEC Filing.)  Calgon Carbon manufactures products and offers services designed to protect against harmful contaminants in water and air, such as activated carbon products and purification solutions for drinking water, wastewater, pollution abatement, and a variety of industrial and commercial manufacturing processes.  (See Calgon Carbon Press Release.)  The merger agreement requires the parties to submit a CFIUS notification and closing is conditioned upon approval from CFIUS.  (See Sections 6.3(h), 7.1(b), Agreement and Plan of Merger, Calgon Carbon Form 8-K, Ex-2.1, Sept. 21, 2017, SEC Filing.)  According to the merger agreement, Calgon Carbon Corp. is registered under the International Traffic in Arms Regulations and a notice will be filed with the US Department of State’s Directorate of Defense Trade Controls as a condition to closing.  (Id. at Section 7.1(b)).