SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Under Rule 14a-12
ChemFirst Inc.
--------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------------
DuPont
Moderator: Ann Gualtieri
July 24, 2002
12:00 p.m. EST
OPERATOR: Good afternoon, ladies and gentlemen, and welcome to the
DuPont-ChemFirst conference call. At this time, all participants have been
placed on a listen-only mode, and the floor will be open for your questions
and comments following the presentation.
It is now my pleasure to turn the floor over to your host, Ms. Ann
Gualtieri, Vice President of Investor Relations for DuPont. Ma'am, the
floor is yours.
ANN GUALTIERI, VICE PRESIDENT INVESTOR RELATIONS, DUPONT: Thank you. Thank
you, and welcome to the call. As you know, DuPont and ChemFirst announced
yesterday that DuPont has signed a definitive agreement to acquire
ChemFirst.
The purpose of this call is to briefly review the strategic rationale for
this acquisition and provide an opportunity for clarifying questions from
the investment community. With me on the call are Dave Miller, Vice
President and General Manager of the DuPont Electronic Technologies
business. He's joining us from his office in Research Triangle Park, North
Carolina. Jeff Coe, who is Vice President and General Manager of the DuPont
Chemical Solutions Enterprise, here in the room with me. And also joining
us on the line from Jackson, Mississippi are Kelley Williams, Chairman and
CEO of ChemFirst, and Mike Summerford, President and Chief Operating
Officer of ChemFirst.
Let me remind you that this call is open to the media and the general
public on a listen-only mode. A separate call is scheduled for 12:45 to
respond to questions from the media. Members of the investment community
who are on DuPont's e-mail list already have a short PowerPoint
presentation attached to our notification of this conference call. Others
on the call may access the presentation from DuPont's Web site, which is
www.dupont.com, and go to the "Investor Center". These slides are
supplementary to my remarks. So, if you don't have them in front of you,
don't worry about. They're just really for background.
During the course of this conference call, we may make forward-looking
statements. All statements that address expectations or projections about
the future are forward-looking statements. Although they reflect our
current expectations, these statements are not guarantees of future
performance, but involve a number of risks. We urge you to review both
DuPont and ChemFirst SEC filings for a discussion of some of the factors
that could cause actual results to differ materially.
Now, let me start with a description of ChemFirst. As you can see on slide
one, ChemFirst comprises three operating units. ChemFirst Electronic
Materials and EKC Technologies are leading global suppliers of products
used to manufacture semiconductor chips. Taken together, sales for these
units were $86 million last year. The third operating unit, First Chemical
Corporation, is a major producer of polyurethane intermediates, primarily
aniline, with 2001 sales of $192 million.
DuPont will acquire ChemFirst in a cash merger transaction valued at $408
million, with ChemFirst per share value of $29.20. This represents a 28
percent premium to yesterday's closing share price and an 11 percent
premium to the six-month average share price for ChemFirst. The acquisition
is expected to be about one cent dilutive to DuPont for the first 12 months
after the transaction closes due to integration costs. It will be accretive
thereafter.
The closing of the transaction is subject to the approval of ChemFirst
shareholders and regulatory approval. We expect to close in the fourth
quarter of this year.
Our primary objective in acquiring ChemFirst is to strengthen DuPont's
electronic and communications technologies growth platform. At the same
time, we expect the excellent fit of ChemFirst's aniline business with
DuPont's chemical solutions enterprise to add attractive earnings to the
equation. Slide two summarizes the overall strategic first - strategic fit
of ChemFirst.
Now, I'll first cover the strategic fit with DuPont Electronic
Technologies. ChemFirst's strong position in the semiconductor industry
will complement DuPont's existing product portfolio and enhance our efforts
to develop and commercialize the next-generation of materials for market
segments that are expected to grow at double-digit rates. In particular,
ChemFirst is a leading manufacturer of photoresist polymers for the current
generation of high end, that is, 248 nanometer, semiconductor chips.
In addition to being attractive in its own right, this business would give
us access to several technologies critical to the manufacture and
commercialization of DuPont's next-generation polymers, which we have
spoken to our investors about on numerous occasions, those being our 193
nanometer and 157 nanometer polymers. These markets have a projected
forward growth of 13 percent on a compounded annual growth rate.
Second, ChemFirst also has a leading global position in strippers and
removers for semiconductor fabrication, which would strengthen our access
and relationships with semiconductor manufacturers worldwide. Demand for
these materials is projected to grow at 14 percent on a compounded annual
growth rate.
And finally, ChemFirst has an emerging position slurries for chemical
mechanical planarization, or CMP, which is critical for advanced
semiconductors. Use of CMP technology is expected to grow at more than 20
percent on a compounded annual growth rate, as smaller and smaller features
are incorporated in semiconductor chips. ChemFirst's CMP technologies and
products are complementary to those of DuPont's CMP joint venture with Air
Products and will be offered to the joint venture per our agreement with
Air Products.
Slide three and four highlight ChemFirst's position in the key electronic
material segments that it serves. And I think that you will agree that the
fit of ChemFirst with our electronic technologies business is a win-win for
both ChemFirst and DuPont.
Now, turning to the chemical side of the acquisition, ChemFirst's chemical
operations focus on aniline, which DuPont also produces. Aniline is a key
intermediate used to make monomers for rigid polyurethane foam, a
mid-performance polymer used mainly in the construction, automotive and
appliance industries. Rigid polyurethanes are growing at approximately two
times GDP, as they continue to replace metal and wood. ChemFirst's aniline
business is quite profitable and a good cash generator.
ChemFirst also produces a family of paluene (ph) based intermediates, which
are also sustainably profitable cash generators. By acquiring ChemFirst,
DuPont will be able to realize significant synergies in technology,
operations and supply chains while also diversifying its customer base.
To conclude, we are excited about the growth in earnings potential inherent
in the ChemFirst acquisition. ChemFirst is an excellent fit with two of
DuPont's five growth platforms. It provides products and technologies that
complement DuPont's future - sorry, current and future presence in fast
growing segments within the semiconductor industry, and its chemical
intermediates business will add attractive earnings from day one. That
concludes my opening remarks. I will now open the floor to questions.
OPERATOR: Thank you. The floor is now open for questions. If you do have a
question or comment, please press one followed by four on your touch-tone
phones. If you're on a speakerphone, we do ask that you please pick up your
handset to minimize any background noise. And if at any point your question
has been answered, you may remove yourself from the queue by pressing the
pound key.
Our first question is coming from PJ Juvekar (ph) of Salomon Smith Barney.
PJ JUVEKAR (ph), SALOMON SMITH BARNEY: Hi. A question on the aniline. Most
of ChemFirst aniline is sold to Byer (ph), so you got one big customer. Is
that a significant risk to the business? And then I have another follow-up
question.
ANN GUALTIERI: OK. Jeff, maybe you could take that.
JEFFREY COE, VICE PRESIDENT AND GENERAL MANAGER, DUPONT: Yes. I just say
that - this is Jeff Coe. Good afternoon, everyone. Byer (ph) is certainly a
major customer of ChemFirst. In fact, at Baytown in Texas where there is
similar and, if you will, common assets, that is, where Baytown has both
the aniline, which it's ChemFirst, and it has their own manufacturing of
MDI on their site. So, we're a tenant on their site.
We're quite confident that the relationship with ChemFirst has and that we
will continue will secure us a very good place with them, both, you know,
now and long-term. These types of arrangements on chemical intermediates
tend to have very long-term contractual arrangements that give us quite a
bit of confidence going forward.
ANN GUALTIERI: OK. PJ (ph), you said you had a follow-up question?
PJ JUVEKAR (ph): Yes. Anilin (ph) is nasty stuff. Not environmentally
friendly. Given what happened to our friend in St. Louis, what kind of due
diligence have you done around their sites?
ANN GUALTIERI: PJ (ph), I can tell you that we have done expensive due
diligence on environmental liabilities. Our safety, health and
environmental folks have been all over this. We are very comfortable.
ChemFirst has run a first-class operation. We're very comfortable with that
whole side of things.
PJ JUVEKAR (ph): Have you gone in and done any soil dusting or water
sampling around the plant?
ANN GUALTIERI: Yes. Next question?
OPERATOR: Thank you. Our next question is coming from Graham Copely (ph) of
Sanford Bernstein (ph).
GRAHAM COPELY (ph), SANFORD BERNSTEIN (ph): Same order as before. I have a
question also on the anilin (ph) side. Is it - I want to say long-term
supply agreement for the US, is the pricing structure of that agreement
also long-term, because we're seeing considerable price pressure right
through the polyurethane business.
Either MDI prices are coming into pressure, poly (ph) prices are coming
under pressure, so what sort of guarantees do you have that the return
structure on the anilin (ph) business is safe given the pressure that your
customers are facing with their own products?
JEFFREY COE: Yes, this is Jeff Coe again. It's extremely difficult to talk
about the specific arrangements from us to any other party. I will just
tell you that in general terms, these types of contracts are, you know,
margin based with pass through of abroads (ph) and while it's always a bit
more complicated than that, we have a great deal of confidence.
In addition, there will be additional capacity that we'll have from the
assets that we're acquiring and we'll be able to do more than sell to
buyer. There will be other opportunities, particularly in Asia, where we
see some additional growth. So I think while what you say is true, it's
also more broad based than buyer individually.
GRAHAM COPELY (ph): OK. Thanks.
OPERATOR: Thank you. Our next question is coming from Sirgay Vasmetzoff
(ph) of Lehman Brothers.
SIRGAY VASMETZOFF (ph), LEHMAN BROTHERS: Well, a question about the two
parts of the businesses that you acquired and so I guess that like so many
other people, we're trying to guess which direction DuPont will be going
with that acquisition from the larger side. So you could take I guess one
more step, the electronics business or anilin (ph) business.
Which was the driver in the transaction and going forward? Shall we say
deal done to compliment already existing businesses on the production side
such as electronics, or to get some attractive businesses with high growth
rates which might represent chemistry such that DuPont does not have right
now?
ANN GUALTIERI: Thank you for the question Sirgay (ph). Clearly the driver
on this was the electronics businesses and I think it's an excellent fit
with our technologies and as soon as I finish answering your question, I'll
let Dave Miller (ph) speak to that as well. And by the way, the chemical
intermediate part of the business is a very good earnings and cash
generator and it's an attractive part of the acquisition.
In terms of your sort of our broad strategy around acquisitions, I think
that this is a good example. It sits very nicely with two of our five
growth platforms and I think that you can expect us to be looking for, in
fact we are, we have quite a number of things that we're looking at that
would tend to fit in particularly with areas like electronics, safety and
protection where we see high growth potential. Dave (ph), do you want to
speak to kind of your view of ...
DAVE MILLER, VICE PRESIDENT AND GENERAL MANAGER, DUPONT: Yes, sure. Yes,
Sirgay (ph), you know, I don't know if you had a chance to listen on the
May conference call we had with investors about electronic strategy, but
basically this fits extremely well. We have a very strong intent to go into
IT fabrications. Kelly (ph) and Mike (ph) have put together a first rate
operation, great technology, great products, great customer contacts.
We do a lot of due diligence on all three of those incidentally and we're
very impressed and it just fits very well. The CMP (ph) piece obviously
fits best with the joint venture of their product, but it's a great market.
They have great products and we think we do as well in the air (ph)
products joint venture and we think those are going to fit nicely. The
ChemFirst (ph) electronic material is formerly TriQuest, how immerse or IT
photoresist (ph).
You guys have heard us talk for quite a while now about our 157
technologies, a pleural (ph) polymer-based technology for the next
generation of IT photo-resist. Putting that technology together with the
ChemFirst (ph) operations, it fits very well, high pure (ph) manufacturing
capability they have and other technologies, put those together and it
gives us a route for market. It fits very well. The strippers remover is an
interesting business.
We're not in that now, but we have a whole bunch of technologies that we
think are going to be very enabling for that. Specifically, as you look
going forward, I think the industry is pretty well reliance on the semi-con
roadmap that floor palmars (ph) are going to be an integral part of next
generation photo-resist. As you think about floor palmars (ph) in the pot,
that's obviously a core capability of ours and strippers removers are all
about cleaning the IT going the manufacturing process.
So who better than the pot to bring technology to clean floor palmars (ph)
all through this chip through the manufacturing process. And also, I just
want to add, the strippers removers business is a great route to market
further technologies we have in the pipeline, you know, that we've talked
about over the months and years. So it fits extremely well.
We're extremely excited about electronic technologies about this because it
fills a couple of key gaps in our strategy and again, as we went through
and talked to Mike (ph) and his team telling their team, first-rate people.
We are very impressed with the team they've got and just looking forward to
get in all of this.
ANN GUALTIERI: Thank you. Next question.
OPERATOR: Thank you. Our next question is coming from Bill Young (ph) of
Credit Suisse First Boston.
BILLYOUNG (ph), CREDIT SUISSE FIRST BOSTON: Good morning again. Hi Dave.
DAVE MILLER: Hello Bill (ph).
BILL YOUNG (ph): Listen, I asked a question the other day at the analyst's
meeting in New York. I got an answer, but I think I must have missed
something here. The question was if you knew technology in photo-resist,
particularly 157, is really an excellent run like you claim, why are you
licensing it out to Romanoff (ph) and I think it was TOK (ph), one of the
Japanese players, rather than just commercializing it yourself?
And the answer was, well, we're going to get a good margin on a royalty on
this and we don't have to put the assets in place and the other guys
already have pretty good access to customers. Well, I'm not sure, I feel
like you guys have pretty good access to a lot of the same customers
anyhow, but now you're in the photo-resist business.
DAVE MILLER: Well, let's back up.
BILL YOUNG (ph): What am I missing here?
DAVE MILLER: Yes, that's a good question Bill (ph), and it's good
clarification part (ph). TOK (ph) and Shipley (ph), two partners with the
157 photo-resist, they make photo-resists. Camphor (ph) photon materials
makes polymers that go into photo-resist. So two of their big customers,
I'm pretty sure, are TOK (ph) and Shipley Romanoff (ph). So this thing fits
even better.
I mean, it's absolutely aligned with that strategy of supplying polymers
for this industry and we think that's where our strength is and clearly,
that's where ChemFirst's (ph) strength is. So this is not incongruent with
what you heard on Friday.
BILL YOUNG (ph): OK. Well, that's a good explanation. I failed to pick up
that little difference there.
DAVE MILLER: Yes. And I'm not sure if I understand that. That's a good
distinction, so thanks for pointing that out.
ANN GUALTIERI: Thank you. Next question?
OPERATOR: Thank you. Our next question is coming from Mark Kelly (ph) of
Bank of America Securities.
ANN GUALTIERI: Hi Mark (ph).
MARK KELLY (ph), BANK OF AMERICA SECURITIES: Once again, a couple of
questions. I'm not that familiar with ChemFirst's (ph) historical
performance. Can you guys tell me what your peak EBITDA was in this
business and kind of what a mid-cycle EBITDA was in - now of course, I'm
talking about the ChemFirst (ph) electronics side.
ANN GUALTIERI: OK. I will turn that question over to I don't know, Mike
(ph) or Kelly (ph)? Which one of you would prefer to answer that?
MARK KELLY (ph): The (INAUDIBLE) sales and peak EBITDA I guess is what I am
really after here.
KELLY WILLIAMS (ph), CHAIRMAN AND CEO, CHEMFIRST (ph): I'm afraid I don't
have that in front of me Mark (ph). The cycle we've seen in the last couple
of years, of course, is not different from other electronic chemical
suppliers. We saw a - we had very nice revenues and margins in 2000. That
was probably our peak year in this business.
2001 was clearly a down year for the industry and us a well, but sustained
very smart pickup in revenues and margins this year, principally in our
remover business where we have picked up a very nice market share in the
far east, particularly in Taiwan with the major boundaries in that area.
So we've seen basically the demand for removers flat or only increasing
modestly in other regions of the world. With this market share pickup in
Taiwan, our remover business has been growing quite strongly this year.
MARK KELLY (ph): OK. But you report results this way so I can go back and
look it up on my own if I want too?
KELLY WILLIAMS (ph): Well, actually the results aren't precisely like you
see them here. We group along with our electronic chemical revenues and
business, our specialty, not the (ph) Tie Wing (ph) specialty business
that's out of Paskadula (ph). So there are some revenues and margins
included in our financial reporting and SEC reports that are different.
MARK KELLY (ph): OK. Well, maybe I'll look at the changes. The second
question I had is ...
DAVE MILLER: Can I - I apologize. This is Dave Miller. Can I add one other
comment to Mike's (ph)? You know, looking for peak EBITDA and all that, I
think implies this is maybe a cyclical business or a mature business. These
are growth businesses.
These things are growing at a very strong rate, double digit - double digit
rate, and 2001's clearly the peak as Mike (ph) pointed out, but I would
also like to point out the industry dropped almost 30 percent during that
time and these businesses dropped half that amount. So these are very
strong growth businesses and not ones where you're looking for the
cyclicality.
Obviously, there's some psych (ph) to (INAUDIBLE) electronics, but the
point there is these are growth businesses, not mature - not mature
businesses on the electronics side.
ANN GUALTIERI: Good point.
MARK KELLY (ph): OK. My second question is can you be more specific as to
what is your offering in the CMP (ph) area? Just what is it that you do?
ANN GUALTIERI: I think either Dave or Mike (ph) should probably take that
question.
DAVE MILLER: Mike (ph), you want me to take that one?
MIKE (ph): Yes, please.
DAVE MILLER: Yes. You know, if you look at this industry, you've got Cabot
(ph) the leader
MARK KELLY (ph): Right.
DAVE MILLER: who makes slurries (ph) for chemical mechanical planterization
(ph). And there's some other relatively large players, Hatachi (ph), Rodell
(ph), and then there's a lot of people who really want to be in this and
DuPont Air (ph) Products is one of those and ChemFirst (ph) is one of
those. As we look at this, we have a whole host of technologies in both
these areas. You know, there are Oxsi (ph) slurries and Tungsten (ph)
slurries and STI, which are shallow trench isolations slurries that they
have. And then on the air product side, joint venture with them, we have
Oxide (ph) , we have copper.
We announced a license with Motorola on a copper technology. So these
things fit together extremely well. Eventually what we actually sell today,
the sales today are not large. I mean millions of dollars, mostly in oxides
(ph), but with a lot of good potential to grow in these other areas.
This is a very , kind of a new growth initiative if you will, but a great
market. 20 plus percent growth rate, good profitability and something where
we think we can really bring something to bear.
UNKNOWN FEMALE #1: And Mark (ph), just to add to that. As you look at the
electronic related businesses that Chem First has, there are two that are,
you know, they are leading suppliers. And that's photo resist and strippers
and removers. And then the ...
UNKNOWN MALE #2: and polymers per Bill Young's earlier classification.
UNKNOWN FEMALE #1: And then CMP is more emerging position that they have,
but again as Dave (ph) just outlined it is very complementary with us and
with RJV with their products.
UNKNOWN MALE #2: That's very helpful. And one last question, as I calculate
the total purchase price of this acquisition 3/4 I guess there would be
three elements. What you are paying for the stock, assumption of debt, and
then what if any do I have to add for let's say options outstanding which
are now of course in the money, your change of control that sort of thing.
Is that a material addition to the overall total consideration paid?
UNKNOWN FEMALE #1: As far as debt is concerned, Chem First has a positive
net cash position.
UNKNOWN MALE #2: OK.
UNKNOWN FEMALE #1: So that's really if anything 3/4 I want go there.
Basically what we are paying is $408 million and in terms of change of
control and so forth , we are not prepared to speak to that, but it would
not be a material issue. And it certainly is included in what we've already
said about our expectations about roughly a penny diluted in the first 12
months and accretive thereafter.
UNKNOWN MALE #2: OK thank you.
UNKNOWN FEMALE #1: I think we have time for just one more question.
OPERATOR: Thank you our final question is coming from Leslie Ravage (ph) of
Morgan Stanley.
LESLIE RAVAGE (ph), MORGAN STANLEY: I was hoping you were going to miss me,
because Bill Young (ph) asked mine. But I just want to say hello Dave (ph)
, how is that golf game?
UNKNOWN MALE #1: My golf handicap has gone way up, Les (ph), since I got
this job.
UNKNOWN FEMALE #1: In that case, I think we have time for another question.
Next question.
OPERATOR: Thank you our next question is coming from John Theis (ph), of
Gratham Mayo (ph).
JOHN THEIS (ph), GRATHAM MAYO (ph): Actually you response to Mark Dulley's
(ph) question on CMP, clarified a number of things. But while I am at it, I
would love to congratulate Kelly and Mike for 3/4 what a long way they have
come in the 30 years I've been watching the company. Best to you.
UNKNOWN MALE #1: Best to you , John.
UNKNOWN FEMALE #1: Thank you.
OPERATOR: Yes ma'am. Our next question is coming from John Roberts (ph) of
Buckingham Research.
JOHN ROBERTS (ph), BUCKINGHAM RESEARCH: Thank you very much. Dave, do you
have an agreement with Air Products to fold the CMP business into the joint
venture, and does Motorola have the option to pull its technology out of
the joint venture if you (INAUDIBLE) into it.
DAVE MILLER: I can't go into all the legal details of that, John, but we
definitely intend to work with our friends at Air Products to see if we can
put these together, and we don't anticipate any issues with the
technologies and strategies we have in place with either one of them. In
fact, (INAUDIBLE) we see them all as positive synergies.
JOHN ROBERTS (ph): Secondly, embedded TASIS (ph) is a big thrust (ph) for
DuPont. Do you have any opinion on ChemFirst PMOD technology in that
application?
DAVE MILLER (?): Say that again, John.
JOHN (ph): ChemFirst has a technology called PMOD, P-M-O-D.
DAVE MILLER (?): Yes. Right. There's several technologies inside ChemFirst
that we think may be helpful for embedded passes. And clearly, embedded
passes are a very large growth area for us. We're bringing many
technologies together.
As you know, we're one of the only ones, maybe the only ones in the
industry, that have both organic and ceramic technologies in-house. And we
think it's critical to marry those two to really do a good job in embedded
passes. And as we looked at ChemFirst, they have some technologies, like
PMOD and polyanaline and other things, that might be helpful as well. We've
got to do some work, John, to really understand how much help they're going
to be, but there are definitely interesting avenues to pursue.
JOHN (ph): Thank you.
ANN GUALTIERI: Well, thank you. I thank all of you on the line for your
interest. I thank Mike Summerford and Kelley Williams for joining us. I
think this is - I'll only speak for DuPont here. This is very exciting for
DuPont. This is a great fit, as I think you heard from both Dave and Jeff.
We have the utmost respect for ChemFirst as business people. Their
businesses are great. We just can't wait to move on with this merger.
Kelley, do you have any final remarks that you'd like to make?
J. KELLEY WILLIAMS, CHAIRMAN, CEO, CHEMFIRST: No. Just like to say hi to
John. We do go back a long way, and I appreciate your comments, John.
ANN GUALTIERI: Thank you. Have a good day.
OPERATOR: Thank you, ladies and gentlemen, for your participation. This
does conclude this afternoon's conference call. You may disconnect your
lines at this time, and have a wonderful day.
END
* * * * * * * * *
In connection with the transaction discussed in this conference call,
ChemFirst Inc. intends to file a proxy statement with the Securities and
Exchange Commission. Security holders are urged to read the proxy statement
when it becomes available because it will contain important information.
Security holders may obtain a free copy of the proxy statement when it
becomes available, as well as other materials filed with the Securities and
Exchange Commission concerning ChemFirst, at the Securities and Exchange
Commission's web site at http://www.sec.gov. Security holders of ChemFirst
Inc. may also obtain for free the proxy statement filed by ChemFirst Inc.
with the Securities and Exchange Commission in connection with the
transaction by directing a request to ChemFirst Inc., Attention: Investor
Relations Department, P.O. Box 1249, Jackson, MS 39215-1249, (601)
949-0213.
ChemFirst Inc. and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from ChemFirst shareholders
with respect to the transaction. Information regarding these directors and
executive officers and their ownership of ChemFirst common stock is
contained in ChemFirst Inc.'s proxy statement on Schedule 14A, filed with
the Securities and Exchange Commission on March 25, 2002, in connection
with the 2002 annual meeting ChemFirst shareholders. Investors may obtain
additional information regarding the interests of such participants by
reading the proxy statement regarding the transaction when it becomes
available.