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MPM Holdings Agrees To Be Bought By South Korean Companies In $3.1 Bln Deal

MPM Holdings Inc. (MPMQ), a silicones and advanced materials company, announced Thursday its definitive merger agreement with Investor Group comprising SJL Partners LLC, KCC Corp., and Wonik QnC Corp.

Under the deal, Investor Group will acquire Momentive in a transaction valued at approximately $3.1 billion, including the assumption of net debt, pension and OPEB liabilities.

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of Momentive, KCC and Wonik, the investment committee of SJL and by requisite vote of Momentive's stockholders, the Investor Group will assume Momentive's net debt obligations subject to minimum closing cash requirements of $250 million.

Momentive stockholders will receive $32.50 for each share of common stock they own subject to minimum closing cash requirements.

The transaction will be financed through a combination of cash and new debt that will be put in place at closing. The transaction is not subject to any financing contingency and is expected to close in the first half of 2019, subject to regulatory approvals and other customary closing conditions.

New York-based Momentive develops and manufactures specialty silicones and silanes, as well as fused quartz and specialty ceramics products. The company has a global network of 24 production sites and 12 research and development facilities.

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