BRUSSELS, Belgium - Solvay and Rhodia have signed a framework agreement in which Solvay will launch a friendly cash offer for 100 percent of the share capital of Rhodia. At EUR 31.60 per share, the offer values the equity of Rhodia at EUR 3.4 billion. The offer represents a premium of 50 percent compared to the closing price of Rhodia on April 1, 2011, and a premium of 44 percent compared to the average closing share price over the last three months. The offer will be launched in France and extended to the United States. The Board of Directors of Rhodia has recommended the transaction unanimously.

The acquisition of Rhodia will be earnings accretive from the first year. Solvay will fully finance the transaction with its cash resources, and its financial structure will continue to be conservative and solid.

The creation of a new group will create a large global chemical company committed to sustainable development. The new group will capitalize on its large geographic footprint, the quality and balance of its portfolio, its industrial excellence, and the solidity of its financial base to fully capture new growth opportunities, especially in high-growth markets.

To facilitate a smooth and rapid integration of the two groups, Jean-Pierre Clamadieu, Chairman and CEO of Rhodia, will join Solvay’s Executive Committee in the role of Deputy CEO once the offer is closed. Clamadieu is also expected to succeed Solvay’s current CEO, Christian Jourquin, upon his retirement. In this context, Clamadieu will be proposed for appointment to the Board of Directors of Solvay at the AGM in May 2012. In addition, Gilles Auffret, COO of Rhodia, will be appointed CEO of Rhodia and member of the Executive Committee of Solvay.