Polypore Signs Definitive Agreements for Sale of the Company

CHARLOTTE, N.C. (Feb. 23, 2015) – Polypore International, Inc., has announced that it has signed definitive agreements for the sale of the company. In the merger agreement, Asahi Kasei Corporation, through a U.S. subsidiary, will purchase the company for $60.50 per share in cash. As an integrated step in this transaction, immediately prior to Asahi Kasei's acquisition of Polypore, 3M Company (3M), will acquire the assets of Polypore's Separations Media segment for approximately $1.0 billion and Asahi Kasei will receive the cash proceeds from the asset sale. The definitive agreements require that the sale of the company and the integrated sale of the Separations Media segment close after closing conditions for both transactions have been satisfied and that the closings of the transactions are conditioned upon one another. The per share consideration represents an enterprise value for the company of approximately $3.2 billion and a premium of approximately 24 percent over the volume weighted average share price for the twenty trading days up to and including February 20, 2015. The transactions have been approved by the Boards of Directors of Asahi Kasei, 3M, and Polypore, and are subject to certain customary regulatory and Polypore shareholder approvals. “The combination of our Energy Storage business with Asahi Kasei and our Separations Media business with 3M are excellent strategic fits, which we believe create value for our people, customers and shareholders. When you combine our technology, process capabilities, and material science expertise with their technology, global reach and broader resources, there's a great opportunity to accelerate growth going forward," said Robert B. Toth, Polypore's president and chief executive officer. "Clearly, our people have done a tremendous job in building strong businesses that are positioned to address exciting global market trends and needs over the long term, and have the potential to achieve a new level of success by playing a major role in the future growth of two leading global technology companies." Commenting on the transaction, Toshio Asano, president and representative director of Asahi Kasei Corporation, said "We are very excited to be joining forces with Polypore, an esteemed player in energy storage. The Environment and Energy is an area of strategic focus for us as we expand and grow, creating new value for the future. We look forward to combining our respective strengths in battery separator technology, achieving new innovations that contribute to solutions to the world's environmental and energy challenges." "The combination of 3M and Polypore's Separations Media business will help us to meet customers' emerging needs for high-value filtration solutions," said Michael F. Roman, executive vice president, 3M Industrial Business Group. "Together, we will be able to offer a broader array of products to both Polypore's and 3M's customers, which will accelerate the global growth of our membrane business." Bank of America (BofA) Merrill Lynch acted as financial advisor to Polypore and Jones Day acted as legal advisor to Polypore. Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial advisor and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Asahi Kasei. Centerview Partners LLC acted as financial advisor and Hogan Lovells U.S. LLP acted as legal advisor to 3M. Polypore International, Inc., is a global high technology filtration company specializing in microporous membranes. Asahi Kasei is a Japanese diversified chemical manufacturer with businesses in the chemicals and fibers, homes and construction materials, electronics, and healthcare sectors. 3M is a science-based company with a culture of creative collaboration that inspires powerful technologies.