After two previously rejected proposals, Akzo Nobel NV has made a further indicative proposal to the board of Imperial Chemical Industries PLC (ICI) under which Akzo Nobel would acquire ICI for 670p per share in cash. In addition, ICI shareholders would receive a second interim dividend of up to 5p per share paid pro rata by reference to where the completion date of the proposed offer falls between July 1, 2007 and December 31, 2007.

Akzo Nobel was able to make this increased proposal after further discussions with both ICI and Henkel KGaA (Henkel). Akzo Nobel entered into an exclusive arrangement with Henkel for the sale, following completion of its proposed offer, of ICI’s Adhesives and Electronic Materials businesses. The consideration payable under this arrangement is £2.7 billion (calculated on a cash and debt free basis). Akzo Nobel and Henkel have negotiated a back to back agreement relating to this proposed sale which, subject to the approval of Henkel’s Shareholders’ Committee, they would intend to execute immediately prior to the formal announcement of an offer by Akzo Nobel for ICI.

The exclusivity agreement with Henkel enables both Akzo Nobel and Henkel to each focus on the businesses that offer them most synergies, thereby meeting their respective stated strategic and financial objectives. It would also allow Akzo Nobel to return further cash to its shareholders.

The board of ICI has agreed that Akzo Nobel can undertake certain limited due diligence. However, it is uncertain whether Akzo Nobel’s further indicative proposal will result in any offer or transaction.

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