Status:  Upcoming/New Filing

Acquirer:  Kuraray Co., Ltd. (Japan)

Acquired:  Calgon Carbon Corporation (US)

Value:  Approx. US$1.1 billion equity value

Industry:  Chemicals

On September 21, 2017, Calgon Carbon Corporation, a Pittsburgh, Pennsylvania based company that provides activated carbon, filtration media, and ultraviolet technology solutions, and Kuraray Co., Ltd., a Japan based diversified global specialty chemical company, announced they have entered a merger agreement whereby Calgon Carbon will merge into KJ Merger Sub, Inc., and survive as a wholly owned subsidiary of Kuraray for a transaction value in excess of US$1.3 billion.  (See Calgon Carbon Press Release, Calgon Carbon Corporation Announces Agreement to be Acquired by Kuraray, Sept. 21, 2017; Calgon Carbon Form 8-K, Sept. 21, 2017, SEC Filing.)  Calgon Carbon manufactures products and offers services designed to protect against harmful contaminants in water and air, such as activated carbon products and purification solutions for drinking water, wastewater, pollution abatement, and a variety of industrial and commercial manufacturing processes.  (See Calgon Carbon Press Release.)  The merger agreement requires the parties to submit a CFIUS notification and closing is conditioned upon approval from CFIUS.  (See Sections 6.3(h), 7.1(b), Agreement and Plan of Merger, Calgon Carbon Form 8-K, Ex-2.1, Sept. 21, 2017, SEC Filing.)  According to the merger agreement, Calgon Carbon Corp. is registered under the International Traffic in Arms Regulations and a notice will be filed with the US Department of State’s Directorate of Defense Trade Controls as a condition to closing.  (Id. at Section 7.1(b)).