0000950123-06-015504 8-K 3 20061222 8.01 9.01 20061222 20061222 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 061294861 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 y28266k8e8vk.htm FORM 8-K Table of Contents 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): December 22, 2006 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- TABLE OF CONTENTS Item 8.01. Other Events Item 9.01 Financial Statements and Exhibits. SIGNATURES Exhibit Index EX-99.1: PRESS RELEASE -------------------------------------------------------------------------------- Table of Contents Item 8.01. Other Events Celanese Corporation announced today that it has reached an agreement with the minority shareholders of Celanese AG, its German subsidiary, to acquire their shares for EUR €66.99 per share, the same price offered by Celanese in May 2006. The total purchase price for the minority shares, representing 2 percent of the outstanding shares, is approximately USD $80 million. The minority shareholders have dismissed their legal actions challenging the completion of the acquisition of Celanese AG, which began in 2004. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description 99.1 Press Release dated December 22, 2006 -------------------------------------------------------------------------------- Table of Contents 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/ Steven M. Sterin Name: Steven M. Sterin Title: Vice President and Corporate Controller Date: December 22, 2006 -------------------------------------------------------------------------------- Table of Contents Exhibit Index Exhibit Number Description 99.1 Press Release dated December 22, 2006 EX-99.1 2 y28266k8exv99w1.htm EX-99.1: PRESS RELEASE Celanese Corporation 1601 West LBJ Freeway Dallas, Texas 75234-6034 Investor News Release [[Image Removed: (CELANESE LOGO)]] Celanese Reaches Agreement to Acquire Celanese AG Minority Shares Dallas, Dec. 22, 2006—Celanese Corporation (NYSE:CE), a global hybrid chemical company, announced today that it has reached an agreement with the minority shareholders of Celanese AG, its German subsidiary, to acquire their shares for EUR €66.99 per share, the same price offered by Celanese in May 2006. The total purchase price for the minority shares, representing 2 percent of the outstanding shares, is approximately USD $80 million. The minority shareholders have dismissed their legal actions challenging the completion of the acquisition of Celanese AG, which began in 2004. Contacts: Investor Relations Media - U.S. Media - Europe Mark Oberle Jeremy Neuhart Jens Kurth Phone: +1 972 443 4464 Phone: +1 972 443 3750 Phone: +49 69 305 7137 Telefax: +1 972 332 Telefax: +1 972 443 8519 Telefax: +49 69 305 36787 9373 Email: Jeremy.Neuhart@celanese.com Email: j.kurth@celanese.com Mark.Oberle@celanese.com 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 $6.1 billion in 2005, with approximately 60% 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 9,300 employees worldwide. For more information on Celanese Corporation, please visit the company’s website at www.celanese.com. 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. Certain of these risk factors 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.