June 6, 2007 — Umicore recently announced that it has reached an agreement to acquire the automotive catalyst business of Delphi for $55.6 million. Given the Chapter 11 bankruptcy protection under which Delphi is now operating, the agreement has been filed with the U.S. Bankruptcy Court and the transaction is subject to Section 363 of US bankruptcy law and competitive bidding as part of an auction process to be administered by the Court. It is anticipated that this auction process will take place towards the end of July and, should Umicore's bid prevail, that the deal would close as promptly thereafter as practicable, subject to the normal regulatory approval process.
As part of the transaction, Umicore would acquire manufacturing and research facilities in Oklahoma, France and South Africa. Umicore would also acquire a complete customer book and intellectual property portfolio (more than 70 patents), as well as business activities and certain assets in China, Australia and Mexico. Existing test programs will continue to run in Luxemburg and the US under service agreements.
Goodwin Procter LLP represented Umicore as outside transaction counsel on the Delphi Catalyst transaction. The Goodwin Procter team was led by partner Hovey Kemp and associate Josh Klatzkin in the firm's Washington, DC office, with assistance from Washington-based partner Chad Oppenheimer and many other specialists, including New York City-based partner Al Solecki (Labor/Employment).
Kemp has acted as Umicore's principal outside counsel in the U.S. since the late 1980's, including in connection with Umicore's large 2003 acquisition of OM Group's automotive catalyst and other precious metals businesses.
Umicore is a materials technology group centered on four business areas: Advanced Materials, Precious Metals Products and Catalysts, Precious Metals Services and Zinc Specialties. The Umicore Group is based in Brussels and has industrial operations on all continents and serves a global customer base.