 Acquisition of Rockwood Holdings
Accelerating Albemarle’s Growth Strategy
Proprietary Information of Albemarle Corporation
Filed by Albemarle Corporation
(Commission File No.: 1-12658)
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Rockwood Holdings, Inc.
(Commission File No: 1-32609) |
 Proprietary Information of Albemarle Corporation
Forward Looking Statements
2
Proprietary Information of Albemarle Corporation
Some of the information presented in this document and discussions that follow, including, without
limitation, statements with respect to the transaction and the anticipated consequences and
benefits of the transaction, the targeted close date for the transaction, product development,
changes in productivity, market trends, price, expected growth and earnings, cash flow generation, costs and
cost synergies, portfolio diversification, economic trends, outlook and all other information relating
to matters that are not historical facts may constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. There can be no assurance
that actual results will not differ materially. Factors that could cause actual results to differ materially include, without
limitation: the receipt and timing of necessary regulatory approvals; the ability to finance the
transaction; the ability to successfully operate and integrate the operations of Rockwood
Holdings, Inc. (“Rockwood”) and realize estimated synergies; changes in economic and
business conditions; changes in financial and operating performance of our major customers and industries and markets served
by us; the timing of orders received from customers; the gain or loss of significant customers;
competition from other manufacturers; changes in the demand for our products; limitations or
prohibitions on the manufacture and sale of our products; availability of raw materials;
changes in the cost of raw materials and energy; changes in our markets in general; changes in laws and government
regulation impacting our operations or our products; the occurrence of claims or litigation; the
occurrence of natural disasters; political unrest affecting the global economy; political
instability affecting our manufacturing operations or joint ventures; changes in accounting
standards; changes in the jurisdictional mix of our earnings and changes in tax laws and rates;
volatility and substantial uncertainties in the debt and equity markets; technology or
intellectual property infringement; decisions we may make in the future; and the other factors
detailed from time to time in the reports we file with the SEC, including those described under "Risk Factors" in our Annual
Report on Form 10-K and our Quarterly Reports on Form 10-Q. These forward-looking
statements speak only as of the date of this communication. We expressly disclaim any
obligation or undertaking to disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in our expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement is based.
Information with respect to Rockwood, including non-GAAP information is taken or derived from
Rockwood's public filings and management estimates and we take no responsibility for the
accuracy or completeness of such information. It should be noted that this presentation
contains certain financial measures, including Net Sales, and Segment Income, that are not required by, or presented in
accordance with, accounting principles generally accepted in the United States, or GAAP. These
measures are presented here to provide additional useful measurements to review our operations,
provide transparency to investors and enable period-to-period comparability of
financial performance. A description of non-GAAP financial measures that we use to evaluate our operations and
financial performance, and reconciliation of these non-GAAP financial measures to the most
directly comparable financial measures calculated and reported in accordance with GAAP, can be
found in the Investors section of our website at www.albemarle.com, under “Non-GAAP
Reconciliations” under “Financials.” |
 Additional Information
3
Important Information for Stockholders and Investors
Nothing in this document or the discussions that follow shall constitute a solicitation to buy or
subscribe for or an offer to sell any securities of Albemarle or Rockwood or a solicitation of
any vote or approval. In connection with the proposed transaction, Albemarle and Rockwood will
file a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction with the
Securities and Exchange Commission (“SEC”), and Albemarle will file a Registration Statement
on Form S-4 with the SEC. STOCKHOLDERS OF EACH COMPANY AND OTHER INVESTORS ARE URGED TO
READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) REGARDING THE
PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders and investors will be able to obtain a free copy of the registration statement and
joint proxy statement/prospectus, as well as other filings containing information about Albemarle and Rockwood,
without charge, at the SEC's Internet site (http://www.sec.gov). Copies of the registration statement
and joint proxy statement/prospectus and the filings with the SEC that will be incorporated by
reference therein can also be obtained, without charge, by directing a request to Albemarle
Corporation, 451 Florida Street, Baton Rouge, Louisiana 70801, USA, Attention: Investor Relations, Telephone: +1 (225) 388-
7322, or to Rockwood Holdings, Inc., 100 Overlook Center, Princeton, New Jersey 08540, USA, Attn:
Investor Relations, Telephone +1 (609) 524-1101.
Participants in Solicitation
Albemarle, Rockwood, their respective directors and executive officers and other persons may be deemed
to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding Albemarle’s directors and executive officers is available in its
proxy statement filed with the SEC by Albemarle on March 28, 2014, and information regarding Rockwood’s directors and
executive officers is available in its proxy statement filed with the SEC by Rockwood on March 28,
2014. Other information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, will be contained in
the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. These
documents can be obtained free of charge from the sources indicated above. Proprietary Information of
Albemarle Corporation |
 Albemarle
is taking a decisive step in our growth strategy by acquiring Rockwood
Holdings Albemarle will be one of the world’s
largest specialty chemical
companies by enterprise value.
Enhanced customer reach
Increased diversity across end
markets, technologies and
geographies
Improved scale
Leading positions across four high
margin business segments
Lithium
Refinery and Polyolefin Catalysts
Bromine
Surface Treatment
Create more consistent and
predictable earnings growth
4
Proprietary Information of Albemarle Corporation |
 Rockwood is a market leader with attractive growth
characteristics
5
Proprietary Information of Albemarle Corporation |
 6
Lithium
Performance
Chemicals
Catalysts
Surface
Treatment
Global
Ranking
Growth
#1
#1 / #2
#1 / #2
#2
2.0x -
3.0x
GDP
1.0x -
2.0x
GDP
1.0x -
2.0x
GDP
1.0x
GDP
Key
Competitors
2014E
EBITDA
Margins
42%
21%
19%
22%
The combined company will be poised for growth in the most
attractive specialty chemicals segments
Proprietary Information of Albemarle Corporation |
 NewCo
Revenue ($m) NewCo EBITDA ($m) and Margin (%)
Source: Management guidance.
Note: USD in Millions.
ALB Standalone EBITDA ($m) and Margin (%)
ALB Standalone Revenue ($m)
CAGR: (0.2%)
Our growth will be accelerated and our margins will be enhanced
$2,348
$2,733
$2,670
$2,594
$2,731
$0
$700
$1,400
$2,100
$2,800
$3,500
2010E
2011E
2012E
2013E
2014E
Revenue
$4,146
$4,340
$4,559
$4,803
$5,042
$0
$1,500
$3,000
$4,500
$6,000
2014E
2015E
2016E
2017E
2018E
Revenue
$554
$647
$688
$575
$550
23.6%
23.7%
25.8%
22.2%
20.1%
15.0%
20.0%
25.0%
30.0%
$0
$200
$400
$600
$800
2010E
2011E
2012E
2013E
2014E
EBITDA
EBITDA Margin
1,065
1,112
1,267
1,404
1,507
25.7%
25.6%
27.8%
29.2%
29.9%
22.0%
24.0%
26.0%
28.0%
30.0%
32.0%
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
2014E
2015E
2016E
2017E
2018E
EBITDA
EBITDA Margin
$
$
$
$
Proprietary Information of Albemarle Corporation |
 Proprietary Information of Albemarle Corporation
8
Performance
Chemicals
Catalyst
Solutions
Albemarle
(1)
2013A EBITDA
(2)
: $635MM
Surface Treatment
Lithium
Rockwood
2013A EBITDA
(2)
: $356MM
Performance
Chemicals
Catalyst
Solutions
Pro-Forma
2013A EBITDA
(2)
: $991MM
Surface Treatment
Lithium
Albemarle
(1)
Americas
Europe/ME
Asia
Rockwood
Americas
Asia
Rest of World
Europe/ME
Americas
Europe / ME
Pro-Forma
Asia
Rest of World
We will be more diverse across businesses and geographies
58%
42%
51%
49%
37%
27%
18%
18%
37%
39%
20%
4%
46%
31%
22%
21%
53%
16%
10%
Source: Company filings .
(1)
Unadjusted for divestiture of Antioxidants and Ibuprofen businesses announced in
April 2014. (2)
Calculated before corporate overhead expenses for ALB, ROC and NewCo of $59MM,
$33MM and $92MM, respectively. Diversity Across Business Lines (EBITDA before Corporate Overhead
Allocation) Diversity Across Geographies (net sales)
|
 What will
happen next? Stay focused on safety and delivering on our commitments to
stakeholders
“Business as usual”
as we work to close the transaction
Integration team comprised of employees from both companies
Will bring change
and opportunity
Focus is on creating one company that is larger and stronger
Expect to close transaction in Q1 2015
Will provide updates as the integration progresses
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Proprietary Information of Albemarle Corporation |