SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ] Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant toss.240.14a-12
ChemFirst Inc.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Registrant as Specified In Its Charter)
E. I. du Pont de Nemours and Company
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
.........................................................................
2) Aggregate number of securities to which transaction applies:
.........................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
.........................................................................
4) Proposed maximum aggregate value of transaction:
.........................................................................
5) Total fee paid:
.........................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party
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4) Date Filed:
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The following is the text of a joint press release issued by ChemFirst
Inc. and E. I. du Pont de Nemours and Company on July 23, 2002:
Contact: G. Irvin Lipp
302 774-7447
g-irvin.lipp-l@usa.dupont.com
James McArthur
601 949-0213
jmcarthur@chemfirst.com
DuPont to Acquire ChemFirst, Inc.;
Will Strengthen Position as a Leading Supplier of Electronic Materials
WILMINGTON, Del., and JACKSON, Miss., July 23, 2002-- DuPont today
announced that it has signed a definitive agreement to acquire ChemFirst,
Inc., in a cash transaction valued at $408 million, with a ChemFirst per share
value of $29.20. The acquisition is expected to be about $.01 per share
dilutive in the first 12 months, due to integration costs, and accretive
thereafter.
ChemFirst is a global supplier of electronic chemicals and materials to
the semiconductor industry and specialty intermediates for polyurethane and
other applications. The company had 2001 sales of $278 million, and has
approximately 480 employees and primary manufacturing facilities in
Pascagoula, Miss., Baytown, Tex., Dayton, Ohio, and Hayward, Cal., with
operations in Scotland and Japan.
"This transaction is good for our shareholders," said J. Kelley Williams,
ChemFirst chairman and CEO. "It is also good for our customers and employees
who will benefit from the global resources and financial strength of DuPont."
"The acquisition of ChemFirst provides a high growth electronic
technologies opportunity, while the chemical intermediates will add attractive
earnings from day one," said Dave Miller, vice president and general manager -
DuPont Electronic Technologies. "It expands the DuPont presence in
semiconductor fabrication materials and provides a platform for growth. We
intend to become a leading supplier in that industry through new product
offerings and technology. ChemFirst's products, market access and technical
service capability will allow us to accelerate this effort."
"We think that merging ChemFirst's electronic materials businesses with
DuPont will expand opportunities for our employees," said Jerry Coder,
president of ChemFirst EKC Technologies. "DuPont respects the accomplishments
of our organization and people, and the two companies have complementary
products and technologies."
The high-growth semiconductor fabrication materials businesses, including
EKC Technologies Inc. and ChemFirst Electronic Materials, fit the DuPont
strategy to grow in the electronics industry. ChemFirst's electronic materials
business segments will become a part of DuPont Electronic Technologies in the
DuPont Electronic & Communication Technologies growth platform. ChemFirst's
chemical intermediates unit (First Chemical Corp.) will become a part of
DuPont Chemical Solutions Enterprise in the DuPont Safety & Protection growth
platform.
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The agreement must be approved by ChemFirst shareholders and is subject
to regulatory approval. J. Kelley Williams, CEO and chairman of ChemFirst, has
agreed to vote his shares representing more than eight percent of ChemFirst's
outstanding shares in favor of the acquisition. The acquisition is expected to
be completed in the fourth quarter of 2002.
During 2002, DuPont is celebrating its 200th year of scientific
achievement and innovation - providing products and services that improve the
lives of people everywhere. Based in Wilmington, Del., DuPont delivers
science-based solutions for markets that make a difference in people's lives
in food and nutrition; health care; apparel; home and construction;
electronics; and transportation.
Notice To Analysts and Media:
DuPont and ChemFirst will host an investor briefing on this acquisition
tomorrow, Wednesday, July 24, at 12 Noon EDT via teleconference. Please call
1-973-582-2710 (no reservation number is required) by 11:45 a.m. EDT to
participate on the call. Media may participate in a listen only mode.
IMPORTANT: This acquisition briefing will directly follow the DuPont second
quarter earnings release conference call. Those who participate in the DuPont
earnings call may access the ChemFirst acquisition briefing simply by staying
on the line.
For those unable to participate in the acquisition briefing, a replay will be
available by calling 1-973-341- 3080, passcode - 3398293.
A separate media conference call for both DuPont second quarter financial
results and the ChemFirst acquisition will be held at 12:45 p.m. EDT,
Wednesday, July 24, by calling 1-973-633-1010 and asking for reservation
#12440.
The live webcast will be accessible via the DuPont home page, www.dupont.com.
An online archive of the call will be available on the DuPont Investor site
following the broadcast (www.dupont.com/corp/ir).
Forward-Looking Statements:
This news release contains forward-looking statements based on
management's current expectations, estimates and projections. All statements
that address expectations or projections about the future, including
statements about the company's strategy for growth, product development,
market position, expected expenditures and financial results are
forward-looking statements. Some of the forward-looking statements may be
identified by words like "expects," "anticipates," "plans," "intends,"
"projects," "indicates," and similar expressions. These statements are not
guarantees of future performance and involve a number of risks, uncertainties
and assumptions. Many factors, including those discussed more fully elsewhere
in this release and in documents filed with the Securities and Exchange
Commission by DuPont, particularly its latest annual report on Form 10-K and
quarterly report on Form 10-Q, as well as others, could cause results to
differ materially from those stated. These factors include, but are not
limited to changes in the laws, regulations, policies and economic conditions,
including inflation, interest and foreign currency exchange rates, of
countries in which the company does business; competitive pressures;
successful integration of structural changes, including restructuring plans,
acquisitions, divestitures and alliances; cost of raw materials, research and
development of new products, including regulatory approval and market
acceptance; and seasonality of sales of agricultural products.
ChemFirst, Inc., will file a proxy statement and other documents
regarding the proposed merger described in this press release with the U.S.
Securities and Exchange Commission (SEC). Investors and security holders are
urged to read the proxy statement when it becomes available, because it will
contain important information about ChemFirst, the proposed transaction and
related matters. A definitive proxy statement will be sent to security holders
of ChemFirst seeking their approval of the transaction. Investors and security
holders may obtain a free copy of the definitive proxy statement (when
available) and other documents filed by ChemFirst and DuPont with the SEC at
the SEC's web site at www.sec.gov.
ChemFirst, DuPont and their respective directors, executive officers and
certain members of management and other employees may be deemed to be
participants in the solicitation of proxies of
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ChemFirst shareholders to approve the proposed merger. Such individuals may
have interests in the merger, including as a result of holding options or
shares of ChemFirst stock. A detailed list of the names, affiliations and
interests of the participants in the solicitation will be contained in the
proxy statement that will be filed by ChemFirst with the SEC.
The definitive proxy statement (when available) and other related SEC
documents may also be obtained free of cost by directing a request to the
following investor relations contacts:
Ann K. M. Gualtieri
DuPont Vice President
Investor Relations
(302) 774-0583
James L. McArthur
Secretary, Manager, Investor Relations
ChemFirst, Inc.
(601) 949-0213