CAMBRIDGE, Mass. --(BUSINESS WIRE)
MPM Capital is pleased to announce the recent appointments of Detlev Biniszkiewicz, Ph.D. and Scott Chappel, Ph.D. as members of its accomplished team of Executive Partners and entrepreneurs. Highly skilled senior biopharma leaders, Dr. Biniszkiewicz and Dr. Chappel bring decades of biotech experience and oncology and immuno-oncology research expertise to their respective roles. As Executive Partners they are responsible for identifying and evaluating new oncology investment opportunities and providing operational and strategic oversight of MPM’s portfolio as well as taking on leadership roles within these companies.
“We’re thrilled that Detlev and Scott have joined MPM. The breadth of their biopharma leadership and operations experience combined with the depth of their scientific background supports MPM’s goal to discover the latest breakthrough science, build successful companies and deliver therapies to cure cancers and diseases with high unmet need,” said Ansbert Gadicke, M.D., co-founder and Managing Director of MPM Capital.
Prior to joining MPM, Drs. Biniszkiewicz and Chappel held senior executive roles at Surface Oncology (NASDAQ: SURF), an immuno-oncology company developing next-generation antibody therapies that target the tumor microenvironment. Dr. Biniszkiewicz was President and CEO and led the company’s growth and transformation through to clinical-stage and guided preparations for its initial public offering, which took place earlier this year. Dr. Chappel was a founder and Chief Technology Officer and oversaw all antibody generation, engineering, production, characterization and manufacturing as well as all preclinical IND-enabling studies.
“The innovation in oncology and immuno-oncology is transforming the cancer treatment landscape at a rapid pace and the potential curative impact of these new treatments is increasing just as quickly,” commented Luke Evnin, Ph.D., co-founder and Managing Director at MPM. “The accelerated rate of drug discovery demands staying ahead of the curve, and Detlev and Scott have the research, drug development, and business acumen to help MPM continue to do this.”
Prior to Surface Oncology, Dr. Biniszkiewicz was Vice President of Strategy in AstraZeneca’s Oncology Unit and was part of the oncology leadership team that developed Lynparza® and Tagrisso® – two innovative medicines that help thousands of patients suffering from cancer. His group transformed the firm’s oncology pipeline through numerous licensing deals, clinical alliances and academic collaborations. He has also held multiple roles at Novartis including Global Head of Portfolio Management and Analysis, where his group provided oversight of Novartis’ research and early development portfolio.
“MPM is one of only a few life-science venture firms primarily focused on investing in early-stage oncology, and we share the same passion to transform the outcomes and well-being of patients suffering from cancer,” noted Dr. Biniszkiewicz. “I am excited to be a part of MPM and look forward to building and leading innovative companies seeking to develop novel cancer therapies and possible cures.”
With a track record of directing research that has led to several FDA-approved biological products and founding and leading companies that develop novel therapies in oncology and other areas, Dr. Chappel, in addition to his responsibilities at MPM, has been appointed as Chief Scientific Officer (CSO) at MPM portfolio company iTeos Therapeutics. There he is responsible for expanding the company’s pipeline and leading the preclinical development of its best-in-class immuno-oncology programs. Prior to Surface Oncology, he was a founder and CSO at Arteaus Therapeutics (acquired by Eli Lilly in 2014) and Tokai Pharmaceuticals, where he developed an oral therapeutic for the treatment of prostate cancer. Prior to Tokai, he held roles as a Senior Vice President of Research at Dyax and as a Chief Scientist at Serono.
“I am thrilled to be part of MPM and contribute to its efforts to discover and develop breakthrough oncology therapies,” commented Dr. Chappel. “I am impressed by MPM’s Executive Partner model which helps guide its portfolio to successful exit with a team of proven industry experts, scientists and entrepreneurs. And as the newly appointed CSO of MPM portfolio company, iTeos Therapeutics, I look forward to advancing its promising immuno-oncology pipeline and transitioning its programs into the clinic.”
Dr. Biniszkiewicz began his career as a Principal at the Boston Consulting Group and performed his academic research with Rudolf Jaenisch, M.D. at the Whitehead Institute at the Massachusetts Institute of Technology in Cambridge, MA. Dr. Chappel received his Ph.D. in Neuroscience from the University of Maryland School of Medicine and has authored or co-authored more than 65 peer-reviewed scientific publications and been named inventor on 19 issued U.S. patents.
About MPM Capital
MPM Capital is a healthcare investment firm founding and investing in life sciences companies that seek to cure major diseases by translating scientific innovations into positive clinical outcomes. MPM invests in breakthrough therapeutics, with a focus on oncology. With its experienced and dedicated team of investment professionals, executive partners, entrepreneurs and scientific advisory board members, MPM is powering novel medical breakthroughs that transform patients’ lives. The firm’s innovative approach to investing includes a crossover strategy (both public and private equities), where a portion of profits and royalties are donated to cancer care and research. The firm has partnerships with the American Association for Cancer Research and the UBS Optimus Foundation. It also has a philanthropy-investment opportunity involving Dana-Farber Cancer Institute. For further information, please visit www.mpmcapital.com.
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MPM Capital
Liz Doherty, 617-425-9275
ldoherty@mpmcapital.com
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Thank to YouTube User Kevin Liu we have our first look at the newest Masterpiece Movie release: MPM-07 Movie Bumblebee (Beetle).
This new Masterpiece is based on the Bumblebee design for his upcoming solo movie which will premiere this December. We have a look at the packaging, accessories (battle mask, canon and sword) and comparison shots with Masterpiece Movie MPM-03 Bumblebee (Camaro) and the Studio Series representation of the same character. This new mold features a very clever transformation which seems to share some ideas from Studio Series Movie Bumblebee. The VW Beetle mode is not just plain yellow but with a very nice finishing.
You can check out the video after the jump and then share your impressions on the 2005 Boards.
Update: Original video was taken down, but we have got a mirror and some screencaps for you.
MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX:MPMQ), a global silicones and advanced materials company, and SJL Partners LLC (“SJL”), KCC Corporation (KS:002380) (“KCC”) and Wonik QnC Corporation (KOSDAQ:074600) (“Wonik”) (collectively, the “Investor Group”), today announced that they have entered into a definitive merger agreement whereby the Investor Group will acquire Momentive in a transaction valued at approximately $3.1 billion, including the assumption of net debt, pension and OPEB liabilities.
Based in Waterford, New York, Momentive develops and manufactures specialty silicones and silanes, as well as fused quartz and specialty ceramics products. Momentive has a more than 75-year track record of creating products and solutions to serve more than 4,000 customers in over 100 countries. The Company has a global network of 24 production sites and 12 research and development facilities.
“Today’s announcement is the result of a thoughtful and comprehensive review of the strategic growth and value creation opportunities available to the Company,” said Jack Boss, Chief Executive Officer and President at Momentive. “We believe this is a great outcome for all of our stakeholders, delivering maximum value to our stockholders while positioning the Company for long-term growth and future job creation that will benefit our talented employees across the globe, customers and suppliers. The transaction will not only allow our silicones and quartz businesses to benefit from KCC and Wonik’s industry expertise but will also further enhance Momentive’s global leadership position by expanding our portfolio of products, broadening our geographic reach and strengthening our financial position. We look forward to partnering with the exceptional teams at KCC, Wonik and SJL after the transaction closes to continue providing specialized products and services to our global customers.”
Steve Lim, Chairman and Managing Partner of SJL, representing the Investor Group said, “On behalf of KCC, Wonik and SJL, we are eager to begin this partnership with Jack and the Momentive team. As a result of this highly strategic transaction the combined company will have superior capabilities to better compete in today’s global market. The combination of Momentive’s leading product portfolios, KCC and Wonik’s reach into an expanded geographical market and SJL’s solid investment backing and private equity expertise will further position the Company for long-term success.”
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.
Goldman Sachs & Co LLC and Moelis & Company LLC are serving as financial advisors to Momentive. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as primary legal counsel to Momentive. UBS Investment Bank is serving as financial advisor to the Investor Group, and Greenberg Traurig, LLP is serving as legal counsel.
About Momentive
Momentive is a global leader in silicones and advanced materials, with a more than 75-year heritage of being first to market with performance applications that support and improve everyday life. Momentive delivers science-based solutions for major industries, by linking its custom technology platforms to allow the creation of unique solutions for customers. Additional information is available at www.momentive.com.
About KCC Corporation
Based in Seoul, South Korea, KCC Corporation is a leading chemicals manufacturer in Korea, specializing in paints, building materials and specialty materials. It also engages in the silicones business for developing products in the fields of specialized paints and precision chemical engineering. KCC Corporation was founded in 1958 and is headquartered in Seoul, South Korea. Additional information is available at www.kccworld.co.kr/eng/main.do.
About Wonik QnC Corporation
Wonik QnC Corporation manufactures and sells quartz and ceramic wares used in the production of semiconductor wafers. The company’s Quartz division provides quartz wares used in the production of semiconductor IC’s, as well as products used in the production of semiconductors, LCDs, LEDs, and solar cells. Its Ceramic division offers ceramics materials, including aluminum nitride, silicon carbide, and boron nitride composite. Wonik QnC Corporation was founded in 1983 and is headquartered in Gumi, South Korea. Additional information is available at www.wonikqnc.com/eng/.
About SJL Partners
SJL is a private equity investment manager focused on partnership investments with market-leading strategic companies to support their organic and inorganic growth, including bolt-on acquisitions. SJL’s portfolio includes investment into Celltrion Holdings, Korea’s leading biosimilar drug manufacturer, and Vigevano, one of the earliest distributors of leading fashion brands and leather goods in Korea. Additional information is available at www.sjlpartners.com.
Forward-Looking and Cautionary Statements
Certain statements in this press release are forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements related to the benefits and anticipated timing of the merger transaction and expectations or predictions of future financial or business performance. In addition, our management may from time to time make oral forward-looking statements. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements may be identified by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “may,” “will,” “could,” “should,” “seek” or “intend” and similar expressions. Forward-looking statements reflect our current expectations and assumptions regarding our business, the economy, the merger agreement, and other future events and conditions and are based on currently available financial, economic and competitive data and our current business plans. Actual results could vary materially depending on risks and uncertainties that may affect our operations, markets, services, prices and other factors as discussed in the Risk Factors section of our most recent Annual Report on Form 10-K, this press release, and our other filings with the Securities and Exchange Commission (the “SEC”). While we believe our assumptions are reasonable, we caution you against relying on any forward-looking statements as it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: a weakening of global economic and financial conditions, interruptions in the supply of or increased cost of raw materials, the impact of work stoppage and other incidents on our operations, changes in governmental regulations or interpretations thereof and related compliance and litigation costs, adverse rulings in litigation, difficulties with the realization of our cost savings in connection with strategic initiatives, including transactions with our affiliate, Hexion Inc., pricing actions by our competitors that could affect our operating margins, the impact of our growth and productivity investments, our ability to realize the benefits there from, and the timing thereof, our ability to obtain additional financing, and risks related to the merger agreement including the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated, risks that any of the closing conditions to the proposed merger may not be satisfied or may not be satisfied in a timely manner, the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized, potential customer losses and business disruption following the announcement or consummation of the proposed transaction, potential litigation relating to the merger transaction, the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results, and business generally, and the other factors listed in the Risk Factors section of our SEC filings. All forward-looking statements are expressly qualified in their entirety by this cautionary notice. The forward-looking statements made by us speak only as of the date on which they are made. Factors or events that could cause our actual results to differ may emerge from time to time. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180912006185/en/
Media and Investors:
Momentive
John Kompa, 614-225-2223
john.kompa@momentive.com
or
Joele Frank, Wilkinson Brimmer Katcher
Jon Keehner / Ed Trissel / Tim Ragones, 212-355-4449
or
Investor Group
SJL Partners
JP Park, +82-2-6911-9701
jppark@sjlpartners.com
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): September 13, 2018 MPM HOLDINGS INC. (Exact name of registrant as specified in its charter)
Delaware 333-201338 47-1756080 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
MOMENTIVE PERFORMANCE MATERIALS INC. (Exact name of registrant as specified in its charter)
Delaware 333-146093 20-5748297 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)
260 Hudson River Road
Waterford, NY 12188
(Address of principal executive offices including zip code)
(518) 233-3330
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On September 13, 2018, MPM Holdings Inc., a Delaware corporation (the “Company”), issued a press release announcing the entry by the Company into an Agreement and Plan of Merger with SJL Partners LLC, KCC Corporation and Wonik QnC Corporation (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On September 13, 2018, MPM Holdings Inc., a Delaware corporation (the “Company”), issued a press release announcing the entry by the Company into an Agreement and Plan of Merger with SJL Partners LLC, KCC Corporation and Wonik QnC Corporation (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements related to the benefits and anticipated timing of the merger transaction and expectations or predictions of future financial or business performance. In addition, our management may from time to time make oral forward-looking statements. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements may be identified by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “may,” “will,” “could,” “should,” “seek” or “intend” and similar expressions. Forward-looking statements reflect our current expectations and assumptions regarding our business, the economy, the merger agreement, and other future events and conditions and are based on currently available financial, economic and competitive data and our current business plans. Actual results could vary materially depending on risks and uncertainties that may affect our operations, markets, services, prices and other factors as discussed in the Risk Factors section of our most recent Annual Report on Form 10-K, and our other filings with the Securities and Exchange Commission (the “SEC”). While we believe our assumptions are reasonable, we caution you against relying on any forward-looking statements as it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: a weakening of global economic and financial conditions, interruptions in the supply of or increased cost of raw materials, the impact of work stoppage and other incidents on our operations, changes in governmental regulations or interpretations thereof and related compliance and litigation costs, adverse rulings in litigation, difficulties with the realization of our cost savings in connection with strategic initiatives, including transactions with our affiliate, Hexion Inc., pricing actions by our competitors that could affect our operating margins, the impact of our growth and productivity investments, our ability to realize the benefits therefrom, and the timing thereof, our ability to obtain additional financing, and risks related to the merger agreement including the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated, risks that any of the closing conditions to the proposed merger may not be satisfied or may not be satisfied in a timely manner, the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized, potential customer losses and business disruption following the announcement or consummation of the proposed transaction, potential litigation relating to the merger transaction, the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results, and business generally, and the other factors listed in the Risk Factors section of our SEC filings. All forward-looking statements are expressly qualified in their entirety by this cautionary notice. The forward-looking statements made by us speak only as of the date on which they are made. Factors or events that could cause our actual results to differ may emerge from time to
time. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MPM HOLDINGS INC. Date: September 13, 2018 /s/ Erick R. Asmussen Erick R. Asmussen Chief Financial Officer
MOMENTIVE PERFORMANCE MATERIALS INC. /s/ Erick R. Asmussen Erick R. Asmussen Chief Financial Officer
