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Form 8-K FMC CORP For: Apr 21

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April 21, 2015 7:51 AM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________
 FORM 8-K
_______________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 21, 2015
__________________________________________________________________________
FMC CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________________________ 
Delaware
1-2376
94-0479804
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
 
 
1735 Market Street
Philadelphia, Pennsylvania
 
19103
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: 215-299-6000
__________________________________________________________________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act
 
 
o
Soliciting material pursuant to Rule 14a-2 under the Exchange Act
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act






ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On April 21, 2015, FMC Corporation, a Delaware corporation (“FMC” or the “Company”), completed, through its wholly-owned subsidiary, the previously announced acquisition of Cheminova A/S, a Denmark Aktieselskab, from Auriga Industries A/S, a Denmark Aktieselskab, for aggregate purchase price of $1.8 billion, including assumption of debt (the “Transaction”).

On April 21, 2015, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On April 21, 2015, the Company borrowed $1.65 billion under the Company’s previously announced senior unsecured term loan facility. The terms of such facility were previously disclosed in the Company’s Current Report on Form 8-K that was filed by the Company on October 14, 2014 and are incorporated herein by reference. The proceeds of the borrowing were used to finance the Transaction as well as to pay costs, fees and expenses incurred in connection with the Transaction and the term loan facility.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired. The financial information required by Item 9.01(a) of this Current Report on Form 8-K has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.
 
(b) Pro forma financial information. The financial information required by Item 9.01(b) of this Current Report on Form 8-K has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.
 
(d) Exhibits.

Exhibit No.
 
Description
 
 
 
99.1
 
Press Release of FMC dated April 21, 2015







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
FMC CORPORATION
(Registrant)
 
 
 
 
 
 
By:
/S/ PAUL W. GRAVES
 
 
Paul W. Graves
Executive Vice President and
Chief Financial Officer
Date: April 21, 2015






EXHIBIT INDEX
Exhibit No.
  
Exhibit Description
 
 
 
99.1
  
Press Release of FMC dated April 21, 2015




Exhibit 99.1
 
FMC Corporation
 
1735 Market Street
 
Philadelphia, PA 19103
 
USA
News Release
 
 
 
215.299.6000
 
 
 
fmc.com
 
 
 
 
 
For Release: Immediate
 
 
 
 
 
 
 
 
 
 
Media Contact FMC Corporation: 
 
 
Jim Fitzwater - +1 215.299.6633
 
 
 
 
Lars-Erik Pedersen + 45.9690.9130
 
 
 
 
Denmark Media Contact - Geelmuyden Kiese/Ketchum: 
 
 
Kristian Riber Kraaer + 45-3040-2040
 
 
 
 
Investor Relations Contact: Alisha Bellezza - +1 215.299.6119
 
 


FMC Corporation Completes Acquisition of Cheminova A/S
PHILADELPHIA, April 21, 2015 -- FMC Corporation (NYSE: FMC) today announced that it has completed the closing of its acquisition of Cheminova A/S, a multinational crop protection company based in Denmark and a wholly-owned subsidiary of Auriga Industries A/S. The companies announced the signing of a definitive acquisition agreement on September 8, 2014, and have now satisfied all necessary conditions and regulatory approvals.
FMC completed the acquisition of Cheminova for an aggregate purchase price of approximately $1.8 billion, including assumption of debt. FMC expects the transaction to be accretive to adjusted earnings in the first full year following the acquisition.
“The acquisition of Cheminova is fully aligned with our corporate strategy to focus FMC’s portfolio on agriculture, health and nutrition end markets,” said Pierre Brondeau, FMC president, CEO and chairman. “Cheminova has a highly complementary product portfolio and geographic footprint and follows a similar strategic approach to FMC in applying technology to deliver solutions to its customers. This transaction will broaden our Agricultural Solutions portfolio and significantly strengthen our market access.”

-more-




Page 2/ FMC Corporation Completes Acquisition of Cheminova A/S

Brondeau continued, “Cheminova gives us direct market access to key countries in Europe and enhances our customer reach in India, Australia and throughout Latin America, bringing greater balance to our agricultural business. Its technology will enable us to expand FMC’s position in existing crops; accelerate access to additional crops, such as cereals; and strengthen our offerings to customers, especially in sugarcane, soybeans and cotton. We expect to further enhance our innovation pipeline and generate significant new revenue opportunities for the combined business.”
FMC has been realigning its business portfolio in recent years to expand its position in the crop protection market. With the acquisition of Cheminova, and the divestiture of the Alkali Chemicals business completed on April 1, 2015, FMC Agricultural Solutions is expected to represent approximately three quarters of the company's total revenue, up from less than 40 percent as recently as 2009.
The company will provide integration updates during quarterly earnings calls and at its upcoming Investor Conference on May 11, 2015.
About FMC Corporation
FMC Corporation is a specialty company serving agricultural, industrial and consumer markets globally for more than a century with innovative solutions, applications and quality products. In 2014, FMC had annual sales of approximately $3.3 billion from continuing operations (excluding sales from the divested Alkali Chemicals business). In 2014, Cheminova had sales of DKK 6.8 billion. FMC employs approximately 7,000 people (including employees from Cheminova) throughout the world and operates its businesses in three segments: FMC Agricultural Solutions, FMC Health and Nutrition and FMC Lithium. For more information, visit www.FMC.com.
Safe Harbor Statement under the Private Securities Act of 1995: Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning specific factors described in FMC Corporation's 2014 Form 10-K and other SEC filings.  Such information contained herein represents management's best judgment as of the date hereof based on information currently available.  FMC Corporation does not intend to update this information and disclaims any legal obligation to the contrary.  Historical information is not necessarily indicative of future performance.
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