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Business

Looking Back

C&EN's resident curmudgeon recalls the fun of mergers and acquisitions

by William J. Storck
December 3, 2007 | A version of this story appeared in Volume 85, Issue 49

William (Bill) Storck
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Credit: (L)Ernie Carpenter/C&EN, (R)Alex Tullo/C&EN
in 1977 and today.
Credit: (L)Ernie Carpenter/C&EN, (R)Alex Tullo/C&EN
in 1977 and today.

On Feb. 7, 1994, the first Business Insights appeared in C&EN. It was an experiment; Science Insights and Government Insights were to come later. This attempt, which I was volunteered to write, was nothing compared with what you see on our pages now. It was a two-column report on autos and housing, two industries important to the chemical industry, and the key economic measure of chemical prices.

We soon changed the approach to one of commentary on what was happening in or about the chemical industry, and sometimes beyond.

Since then, I have written more than 60 of these pieces. They have covered a lot of issues: calls for the chemical industry to support education in general, not just chemical education; for more openness in company data; and for more and better chemical information from government agencies. Some were controversial, such as the one that began, "Some inflation probably isn't altogether a bad thing." I got letters on that one, mainly from retirees.

I have been hard on securities analysts, who I felt were too focused on the short term, and maybe softer than I should have been on some industry leaders. I have opposed the common practice of cutting R&D in the face of a recession to bolster a company's bottom line, and I have been an advocate for free trade.

Having written those 60-plus Business Insights, this is my last. I will retire at the end of this week, after 31 years with C&EN.

Over the past few months, I have been thinking about my tenure at this magazine and I have come to the old-codgerish conclusion that things, at least for reporters covering the chemical industry, were better in the "good old days."

For one thing, there were more personal relationships with companies. When I started to work at C&EN in New York City, chemical-producing companies still had their headquarters there, including Union Carbide, National Distillers, W.R. Grace, and Mobil Oil. Others, such as Dow Chemical, PPG Industries, and BASF, kept their own public relations representatives in the city.

There was direct contact with these PR personnel. Reporters knew whom they could trust, who would give them a straight answer, and who might only want to get a company's name in print.

By the time we moved the C&EN office to New Jersey in 1988, only four companies had headquarters in the city, and all of the representatives of out-of-town firms had either been let go or called back to headquarters. First the fax machine and then the Internet and e-mail had made it less necessary to keep personnel in the city.

From the late 1970s through 1986 or so, the real fun for journalists, but probably not for the chemical companies, was the rampant consolidation of the U.S. chemical industry. Reporters were almost assured that each week there would be a new takeover bid or further developments in an acquisition attempt made earlier.

Merger and acquisition coverage took up more than four columns of C&EN's annual index of stories in 1981. In that year, there were more than 200 stories on the subject, or about four per issue. It then dropped back, followed by a resurgence to almost three columns in the index in 1986.

Those were the days when a number of prominent names in the chemical industry disappeared. Among them were firms such as Stauffer Chemical, Diamond Shamrock Chemicals, Texasgulf, Big Three Industries, American Enka, National Distillers, and Pennwalt.

These friendly takeovers, however, were not necessarily the most compelling stories. Those came from the folks known as corporate raiders—people like Carl Icahn and Samuel J. Heyman-who would buy some of a company's stock and then make a "hostile" bid to take over the firm. Many of these attempts failed, because the target company would find a "white knight" that could rescue it from the raider.

One that did succeed was Heyman's takeover of GAF, whose operations included chemicals, roofing products, and a radio station. Heyman was not successful, though, when he made a hostile bid for Union Carbide.

Carbide seemed an easy target. Already weakened by the Bhopal disaster in India, the company's stock price was pretty abysmal. To fight off the raid, Carbide borrowed some $3 billion, weakening it further to the point that it had to sell off businesses in consumer products, batteries, agricultural chemicals, and engineering plastics, as well as its headquarters building in Danbury, Conn. It later spun off its industrial gases business in a further shrinking that set the stage for its acquisition by Dow Chemical.

Icahn, meanwhile, lost out in his bid for Uniroyal after the company was taken private by its management. In an ironic move, Uniroyal's chemical business was later acquired by Crompton, whose chief executive, Vincent A. Calarco, had been head of the Uniroyal chemical unit before the takeover bid.

Probably my favorite takeover attempt was Bendix's bid for Martin Marietta, an aerospace company that had a chemical operation with less than $300 million in annual sales. During the takeover battle, the two companies began buying each other's stock to the point where Bendix owned about 70% of Martin Marietta, and Martin Marietta had more than 40% of Bendix. Ultimately, a white knight—what was then Allied Chemical—came along. But rather than buying Martin Marietta to rescue it from the clutches of Bendix, Allied acquired Bendix, setting Allied on a course to acquire Signal and eventually merge with Honeywell. Martin Marietta survived.

How can BASF's 2006 hostile takeover of Engelhard—the only one in years—compete with that?

To all readers, thank you. It's been fun.

Views expressed on this page are those of the author and not necessarily those of ACS.

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