Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2013
Rockwood Holdings, Inc.
(Exact name of registrant as specified in its charter)
100 Overlook Center, Princeton, New Jersey 08540
(Address of principal executive offices)(Zip Code)
(Registrants telephone number, including area code)
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement.
On February 14, 2013, Rockwood Specialties Group, Inc. (RSGI), an indirect subsidiary of Rockwood Holdings, Inc. (Rockwood), and Rockwood Specialties Group GmbH, an indirect subsidiary of Rockwood (together with RSGI, the Purchaser), and Kemira Oyj (the Seller or Kemira), entered into a Sale and Purchase Agreement (the Purchase Agreement) pursuant to which the Purchasers agreed to acquire Kemiras 39% interest in the joint venture between Rockwood and Kemira (the Joint Venture). Pursuant to the Shareholders and Joint Venture Agreement, dated as of May 21, 2008, by and among Rockwood, RSGI, Kemira and certain affiliates of each (the Joint Venture Agreement), and related Master Agreement (the Master Agreement) and Implementation Agreement, the Joint Venture combined Rockwoods titanium dioxide pigments and functional additives business with Kemiras titanium dioxide business and was owned 61% by Rockwood and 39% by Kemira.
Pursuant to the Purchase Agreement, the Purchasers acquired Kemiras 39% interest in the Joint Venture for a total purchase price of 97.5 million, subject to certain adjustments. The transaction closed on February 15, 2013.
As a result of Rockwoods purchase of Kemiras 39% interest in the Joint Venture, the Joint Venture Agreement, the Master Agreement and Implementation Agreement were terminated.
A copy of the press release announcing Rockwoods purchase of Kemiras 39% interest in the Joint Venture and the resulting termination of the Joint Venture is furnished as Exhibit 99.1.
Item 8.01 Other Events.
The information set forth above under Item 1.02 with respect to Rockwoods purchase of Kemiras 39% interest in the Joint Venture is hereby incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
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 hereunto duly authorized.