SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2009
CELANESE CORPORATION
(Exact Name of Registrant as specified in its charter)
         
DELAWARE   001-32410   98-0420726
         
(State or other jurisdiction   (Commission File   (IRS Employer
of incorporation)   Number)   Identification No.)
1601 West LBJ Freeway, Dallas, Texas 75234-6034
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 443-4000
Not Applicable
(Former name or former address, if changed since last report):
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 8.01 Other Events
     On April 27, 2009, Celanese Corporation issued a press release announcing that it has entered into an agreement to sell its polyvinyl alcohol (PVOH) business, which had 2008 annual sales of approximately $300 million, to Sekisui Chemical Co., Ltd. for a purchase price of approximately $173 million, excluding the value of accounts receivable and payable retained by Celanese. This transaction is expected to be completed by mid-year 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit Number   Description
 
   
99.1
  Press Release dated April 27, 2009
Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this report, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this release. Numerous factors, many of which are beyond the company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. These factors include the inability to obtain regulatory approvals of the transaction and satisfy conditions on the proposed terms and schedule and the possibility that the transaction does not close. Other risk factors include those that are discussed in the company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    CELANESE CORPORATION    
 
           
 
  By:   /s/ Robert L. Villaseñor
 
   
 
  Name:   Robert L. Villaseñor    
 
  Title:   Associate General Counsel and Assistant Secretary    
Date: April 27, 2009

 

 

Exhibit Index
     
Exhibit Number   Description
 
   
99.1
  Press Release dated April 27, 2009

 

Exhibit 99.1
     
News Release
  (CELANESE LOGO)
 
   
 
  Celanese Corporation
1601 West LBJ Freeway
Dallas, TX, 75234, USA
Celanese Enters Into Agreement to Sell PVOH Business to Sekisui
DALLAS, April 27, 2009 — Celanese Corporation (NYSE: CE), a leading global chemical company, today announced it has entered into an agreement to sell its polyvinyl alcohol (PVOH) business, which had 2008 annual sales of approximately $300 million, to Sekisui Chemical Co., Ltd. for a purchase price of approximately $173 million, excluding the value of accounts receivable and payable retained by Celanese. This transaction is expected to be completed by mid-year 2009.
“Celanese continues to execute our strategy to optimize our business portfolio where we have sustainable competitive advantages,” said David Weidman, chairman and chief executive officer. “This transaction increases our flexibility and further focuses our leading, globally integrated acetyl chain to provide long-term shareholder value.”
The transaction includes the facilities in Calvert City, Ky., Pasadena, Texas, one unit within the complex at Tarragona, Spain, and resources from the company’s Houston Technology Center. In total, approximately 220 employees located at these operations, supported by personnel in administrative, technical and sales functions, will join Sekisui. In addition, the transaction includes long-term supply agreements between both companies.
Consummation of the transaction is subject to satisfaction of customary closing conditions including receipt of regulatory approvals.
         
Contacts:
       
 
       
Investor Relations
  Media — Americas   Media — Europe
Mark Oberle
  Travis Jacobsen   Jens Kurth
Phone: +1 972 443 4464
  Phone: +1 972 443 3750   Phone: +49-(0) 69-305-7137
Telefax: +1 972 332 9373
  Telefax: +1 972 443 8519   Telefax: +49-(0) 69-305-36787
Mark.Oberle@celanese.com
  William.Jacobsen@celanese.com   J.Kurth@celanese.com
About Celanese
As a global leader in the chemicals industry, Celanese Corporation makes products essential to everyday living. Our products, found in consumer and industrial applications, are manufactured in North America, Europe and Asia. Net sales totaled $6.8 billion in 2008, with approximately 65% generated outside of North America. Known for operational excellence and execution of its business strategies, Celanese delivers value to customers around the globe with innovations and best-in-class technologies. Based in Dallas, Texas, the company employs approximately 8,000 employees worldwide. For more information on Celanese Corporation, please visit the company’s website at www.celanese.com .

 

 

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Forward-Looking Statements
This release may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this release. Numerous factors, many of which are beyond the company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. These factors include the inability to obtain regulatory approvals of the transaction and satisfy conditions on the proposed terms and schedule and the possibility that the transaction does not close. Other risk factors include those that are discussed in the company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.