IMCD Announces Share Offering

· Proceeds will be used to finance the acquisition of MF Cachat
· Bain Capital to sell up to 5 million shares concurrently

ROTTERDAM, The Netherlands, 11 May 2015 - IMCD N.V. ("IMCD" or "Company"), a leading distributor of specialty chemicals and food ingredients, today announces its intention to proceed with an accelerated bookbuild offering of shares (the "Offering"). The Offering will consist of newly issued shares with a value of approximately EUR 85 million (the "New Offer Shares") and a secondary sale of up to 5 million existing shares (the "Existing Offer Shares" and together with the New Offer Shares, the "Offer Shares") indirectly controlled by the investment funds managed by Bain Capital Investors, LLC ("Bain Capital").The net proceeds from the New Offer Shares will be used to finance the acquisition of 80% of The M.F. Cachat Company, including 100% of MJS Sales, Inc. ("MF Cachat"), a US specialty chemicals distributor, as announced today in a separate press release.



In conjunction with the acquisition of MF Cachat announced today, IMCD announces a combined primary and secondary share offering to qualified investors in the European Economic Area ("EEA") and to qualified institutional buyers in the United States in reliance on an exemption from the registration requirements under the US Securities Act of 1933 as amended by way of an accelerated bookbuild offering.

IMCD today resolved to increase the share capital of the Company by approximately EUR 85 million through the issue of new shares on the basis of the existing mandate from the Annual General Meeting of the Company. The net proceeds from the New Offer Shares will be used to finance the acquisition of MF Cachat.

In parallel to the capital increase by the Company, the Existing Offer Shares held by Emma (BC) Holding S.C.A., an entity indirectly controlled by the investment funds managed by Bain Capital are to be offered together with the New Offer Shares to institutional investors by way of a private placement in the same accelerated bookbuild offering.

IMCD and Bain Capital expect to keep the books open after trading starts on 12 May 2015. The placement price and the proceeds from the Offering will be announced through a press release after the price has been determined. Goldman Sachs International and Deutsche Bank AG, London Branch will act as Joint Bookrunners.

Payment and delivery of the Offer Shares are scheduled for 14 May 2015, at which date the New Offer Shares are expected to be admitted to listing and trading on Euronext Amsterdam.

Pursuant to section 5:4 sub a of the Dutch Financial Supervision Act, no prospectus is required for the admission to listing and trading of the New Offer Shares on Euronext Amsterdam. The New Offer Shares will carry the same rights as the outstanding ordinary shares.

If the Offering is completed, both IMCD and Bain Capital have agreed to a lock-up of 90 days after the closing of the Offering subject to customary exceptions.

IMCD will host a conference call on 11 May 2015 at 18:30 PM CET.

The presentation used in the call and a playback of the call will be made available on the website www.imcdgroup.com/investors.


EN

IMCD to acquire US specialty chemicals distributor MF Cachat


ROTTERDAM, The Netherlands, 11 May, 2015 - IMCD N.V. ("IMCD" or "Company"), a leading distributor of specialty chemicals and food ingredients, today announces that it will acquire 80% of The M.F. Cachat Company, including 100% of MJS Sales, Inc. ("MF Cachat"). MF Cachat fits well with the IMCD business model and strategy and provides a significant platform for further growth in the United States which is a growing specialty chemicals region.

Initially IMCD will acquire 80% of the total share capital from the existing MF Cachat management who will continue to lead the company. The remaining 20%, which is also owned by management, will be acquired at the latest in 2017.

MF Cachat is a leading specialty chemicals distributor in the US with a focus on coatings, construction, plastics, advanced materials and food. With its head office near Cleveland, Ohio, MF Cachat is active in the Midwest, Central, Eastern and Southern regions of the US and represents leading global chemical suppliers in more than 30 states. In 2014, MF Cachat generated revenue of USD 300 million (including USD 3 million of MJS Sales) and has approximately 90 employees.

MF Cachat is an excellent fit with IMCD given their asset light business model and long term relationships with leading global chemical suppliers. The acquisition supports the strategy of IMCD to become a leading global specialty chemicals distributor. MF Cachat and IMCD will explore opportunities for synergies by offering both companies' suppliers the possibilities to benefit from each other's network. In addition it will offer further growth opportunities in the North American market, both organically and through acquisitions.

Piet van der Slikke, CEO of IMCD, commented: "This is a very important next step in the strategy of IMCD to become a leading specialty chemicals distributor in key markets. A position in the US will give us the opportunity not only to grow in this huge market, but also to expand our relations with existing suppliers and customers.

John Mastrantoni, president and CEO of MF Cachat, adds:"MF Cachat and IMCD have similar strategies and cultures and we look forward to working together to expand our business in the US further."

The acquisition will be paid from available cash, existing facilities and an additional incremental term loan facility of EUR 30 million pursuant to the terms of its current facilities agreement and newly issued shares with a value of approximately EUR 85 million. Details of the financing were made available in a separate press release also issued today.

The transaction is expected to be earnings accretive in the first full year post acquisition, prior to accounting for any synergies.

The closing of the transaction is subject to customary regulatory review and is expected in June/July 2015.