Status: Clearance
Acquirer: Kuraray Co., Ltd. (Japan)
Acquired: Calgon Carbon Corporation (US)
Value: Approx. US$1.1 billion equity value
Industry: Chemicals
Posted on March 6, 2018
UPDATE: On March 5, 2018, Calgon Carbon and Kuraray “received written notice from CFIUS that it had concluded its review of the transactions contemplated by the merger agreement and determined that there are no unresolved national security concerns with respect to the merger.” (Calgon Carbon Corp. Form 8-K, Mar. 5, 2018, SEC Filings.) “Receipt of the CFIUS clearance was one of the final conditions to the merger.” (Id.)
UPDATE: On January 19, 2018, CFIUS notified Calgon Carbon and Kuraray that it would “initiate an additional 45 calendar day investigation period, which will conclude no later than March 5, 2018. The parties continue to target the first quarter of 2018 for the closing of the merger.” (Calgon Carbon Corp. form 8-K, Jan 22, 2018, SEC Filing.)
Posted on December 29, 2017
Status: Review
“On December 21, 2017, CFIUS initiated the initial 30 calendar day review period, which will conclude no later than January 19, 2018. At the conclusion of the initial review period, CFIUS will either (1) clear the merger or (2) notify the parties that CFIUS will initiate an additional 45 calendar day investigation period. The parties continue to target the first quarter of 2018 for the closing of the merger.” (Calgon Carbon Corp. Form 8-K, Dec. 29, 2017, SEC Filing.)
Posted on December 28, 2017
Status: New Filing
“As of December 1, 2017, CFIUS has not yet initiated the initial 30-day review period. The parties continue to anticipate CFIUS will begin this 30-day review period shortly after the date of this Form 8-K.” (Calgon Carbon Corp. Form 8-K, Dec. 1, 2017, SEC Filing.)
Posted on November 28, 2017
Status: New Filing
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)).
