Bond LANXES AG 4.5% ( XS1405763019 ) in EUR

LANXES AG

100 % ▼

Germany

XS1405763019 ( in EUR )

4.5% per year ( payment 1 time a year)

06/12/2076

Prospectus brochure of the bond LANXESS AG XS1405763019 en EUR 4.5%, maturity 06/12/2076

1 000 EUR

500 000 000 EUR

06/06/2027 ( In 342 days )

LANXESS AG is a German specialty chemicals company operating globally, producing and selling high-performance materials, including plastics, rubber, and intermediates, for diverse industries like automotive, construction, and electronics.

The Bond issued by LANXES AG ( Germany ) , in EUR, with the ISIN code XS1405763019, pays a coupon of 4.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 06/12/2076

Prospectus 1 December 2016

LANXESS Aktiengesellschaft
(incorporated in the Federal Republic of Germany)

EUR 500,000,000 Subordinated Callable Resettable Fixed Rate
Notes due 2076
ISIN XS1405763019, Common Code 140576301, WKN A2DACG
Issue Price: 98.655 per cent.
LANXESS Aktiengesellschaft, with its registered office in Cologne, Federal Republic of Germany (the "Issuer" or "LANXESS ") will issue
on 6 December 2016 (the "Issue Date") EUR 500,000,000 Subordinated Callable Resettable Fixed Rate Notes due 2076 (the "Notes") in the
denomination of EUR 1,000 each.
The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").
The Notes will bear interest from and including 6 December 2016 (the "Interest Commencement Date") to but excluding 6 June 2023 (the
"First Call Date") at a rate of 4.50 per cent. per annum, payable annually in arrear on 6 June of each year, commencing on 6 June 2017
(short first coupon). Thereafter, unless previously redeemed, the Notes will bear interest from and including the First Call Date to but
excluding 6 June 2028 (the "First Modified Reset Date") at a rate per annum equal to the 5-year EURSFIX swap rate for the relevant Reset
Period (each as defined in § 3(4) of the terms and conditions of the Notes (the "Terms and Conditions")) plus a margin of 451 basis points
per annum (not including a step-up), payable in arrear on 6 June of each year, commencing on 6 June 2024. Thereafter, unless previously
redeemed, the Notes will bear interest from and including the First Modified Reset Date to but excluding 6 June 2043 (the "Second
Modified Reset Date") at a rate per annum equal to the 5-year EURSFIX swap rate for the relevant Reset Period plus a margin of 476 basis
points per annum (including a step-up of 25 basis points), payable on 6 June of each year, commencing on 6 June 2029. Thereafter, unless
previously redeemed, the Notes will bear interest from and including the Second Modified Reset Date to but excluding 6 December 2076
(the "Maturity Date") at a rate per annum equal to the 5-year EURSFIX swap rate for the relevant Reset Period plus a margin of 551 basis
points per annum (including a step-up of 100 basis points), payable on 6 June of each year, commencing on 6 June 2044. The 5-year
EURSFIX swap rate will be reset on each of the First Call Date, 6 June 2028, 6 June 2033, 6 June 2038, 6 June 2043, 6 June 2048,
6 June 2053, 6 June 2058, 6 June 2063, 6 June 2068 and 6 June 2073.
The Issuer is entitled to defer interest payments under certain circumstances (as set out in § 4(1) of the Terms and Conditions) (such
payments the "Deferred Interest Payments"). The Issuer may pay such Deferred Interest Payments (in whole or in part) at any time
upon due notice (as set out in § 4(2) of the Terms and Conditions) and it shall pay such Deferred Interest Payments (in whole, but not
in part) under certain other circumstances (as set out in § 4(3) of the Terms and Conditions). Such Deferred Interest Payments will
not bear interest themselves.
The obligations of the Issuer under the Notes constitute subordinated and unsecured obligations of the Issuer ranking (i) pari passu among
themselves and with obligations of the Issuer under any Parity Securities (as defined in § 2(1) of the Terms and Conditions), (ii) subordinated
to all present and future unsubordinated and, except for the obligations specified in the following (iii) and (iv), subordinated obligations of
the Issuer, (iii) pari passu with all other present and future unsecured obligations of the Issuer ranking subordinated to all unsubordinated
and, except for obligations arising under Junior Securities (as defined in § 2(1) of the Terms and Conditions), subordinated obligations of the
Issuer, except for any subordinated obligations required to be preferred by mandatory provisions of law; and (iv) senior only to the rights and
claims of holders of Junior Securities against the Issuer.
Unless previously redeemed, or repurchased and cancelled, the Notes will be redeemed at par on the Maturity Date. The Notes may be called
for redemption by the Issuer before their stated maturity with effect as of the First Call Date or any Interest Payment Date (as defined in
§ 3(1) of the Terms and Conditions) thereafter as well as following (i) a Gross-up Event, (ii) a Tax Event, (iii) a Rating Agency Event, (iv) an
Acquisition Event, (v) a Change of Control Event (each as defined in § 5 of the Terms and Conditions) or (vi) in case the Issuer and/or one or
more of its Subsidiaries in aggregate hold or have redeemed Notes equal to or in excess of 80 per cent. of the aggregate principal amount of
the Notes initially issued.
83215224v1

The Notes will initially be represented by a Temporary Global Note, without interest coupons, which will be exchangeable in whole or in
part for a Permanent Global Note without interest coupons, not earlier than 40 days and not later than 180 days after the Issue Date, upon
certification as to non-U.S. beneficial ownership.
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003 (as amended, inter alia, by Directive 2010/73/EU) (the "Prospectus Directive"). This
Prospectus will be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg
Stock Exchange (www.bourse.lu) and on the website of LANXESS (www.lanxess.com).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") in its capacity as
competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux
prospectus pour valeurs mobilières), as amended (the "Luxembourg Law"). By approving this Prospectus, the CSSF gives no undertaking
as to the economic and financial soundness of the operation or the quality or solvency of the Issuer in line with the provisions of article 7 (7)
of the Luxembourg Law. The Issuer has requested the CSSF to provide the competent authorities in Germany and Austria, and may request
the CSSF to provide competent authorities in additional host Member States within the European Economic Area, with a certificate of
approval attesting that this Prospectus has been drawn up in accordance with the Luxembourg Law.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and subject to
certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons.
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list of the Luxembourg Stock
Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council
of 21 April 2004 on markets in financial instruments.
The Notes are expected to be rated Ba2 by Moody's Investors Service Ltd. and BB by Standard and Poor's Credit Market Services France
SAS upon issuance.

Structuring Agent to the Issuer and Joint Lead Manager
J.P. Morgan
Joint Lead Managers
Banco Bilbao Vizcaya Argentaria, S.A.
Banco Santander Corporate Banking
Barclays
BayernLB
BofA Merrill Lynch
Citigroup
Commerzbank
Deutsche Bank
DZ BANK AG
Helaba
Mizuho Securities
Société Générale Corporate
and Investment Banking
Standard Chartered Bank
UniCredit Bank

2

RESPONSIBILITY STATEMENT
LANXESS Aktiengesellschaft, with its registered office in Cologne, Federal Republic of Germany,
("LANXESS" or the "Issuer" and, together with all of its affiliated companies within the meaning of the
German Stock Corporation Act (Aktiengesetz), the "LANXESS Group") accepts responsibility for the
information given in this Prospectus.
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus for which it is responsible, to the best of its knowledge, in accordance with the facts
and contains no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement(s) and each of the
documents incorporated herein by reference.
The Issuer has confirmed to the Joint Lead Managers set forth on the last page of this Prospectus (each a
"Manager" and together the "Managers") that this Prospectus contains to the best of its knowledge all
information which is material in the context of the issue and offering of the Notes, that the information contained
herein is accurate in all material respects and is not misleading, that the opinions and intentions expressed herein
are honestly held and that there are no other facts the omission of which would make this Prospectus as a whole
or any of such information or the expression of any such opinions or intentions misleading. None of the
Managers have independently verified the Prospectus and none of them assumes any responsibility for the
accuracy of the information and statements contained in this Prospectus and no representations express or
implied are made by the Managers or their affiliates as to the accuracy and completeness of the information and
statements herein.
To the extent permitted by the laws of any relevant jurisdiction neither the Managers nor any other person
mentioned in this Prospectus, except for the Issuer, accepts any responsibility for the accuracy and completeness
of the information contained in this Prospectus or any supplement hereof, or any other document incorporated by
reference. The Managers have not independently verified any such information and accept no responsibility for
the accuracy thereof.
The Issuer has undertaken with the Managers to supplement this Prospectus in the event of any significant new
factor, material mistake or inaccuracy relating to the information included in this Prospectus which is capable of
affecting the assessment of the Notes and which arises or is noted between the time when this Prospectus has
been approved and the final closing of Notes offered to the public or, as the case may be, when trading of the
Notes on a regulated market begins.
No person has been authorized by the Issuer to give any information or to make any representations not
contained in or not consistent with this Prospectus or any information supplied by the Issuer or such other
information as in the public domain and, if given or made, such information or representation should not be
relied upon as having been authorized by the Issuer, the Managers or any of them.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession the Prospectus comes are required by the Issuer and the
Managers to inform themselves about and to observe any such restrictions. For a description of certain
restrictions applicable in the United States of America, the European Economic Area in general, the United
Kingdom of Great Britain and Northern Ireland and Japan see "Selling Restrictions" on pages 115 to 116 of this
Prospectus. In particular, the Notes have not been and will not be registered under the United States Securities
Act of 1933, as amended (the "Securities Act"), and are subject to tax law requirements of the United States of
America; subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of
America or to U.S. persons.
The language of this Prospectus is English. Any part of this Prospectus in the German language (other than the
Terms and Conditions) constitutes a translation. In respect to the Terms and Conditions, the German language
version shall be controlling and legally binding.
This Prospectus may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction
in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such
an offer or solicitation.
3

This Prospectus does not constitute an offer or an invitation to subscribe for or to purchase any Notes and
should not be considered as a recommendation by the Issuer, the Managers or any of them that any
recipient of this Prospectus should subscribe for or purchase any Notes.
In connection with the issue of the Notes, J.P. Morgan Securities plc as the stabilising manager (the
"Stabilisation Manager") (or persons acting on its behalf) may over-allot Notes or effect transactions with a
view to supporting the price of the Notes at a level higher than that which might otherwise prevail. However,
there is no assurance that the Stabilising Manager (or persons acting on its behalf) will undertake stabilisation
action. Any stabilisation action may begin at any time after the adequate public disclosure of the terms of the
offer of the Notes and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the Issue Date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action
or over-allotment must be conducted by the Stabilising Manager (or person(s) acting on its behalf) in accordance
with all applicable laws and rules.
In this Prospectus all references to "", "EUR", "Euro", "euro" and "EURO" are to the currency introduced at
the start of the third stage of the European Economic and Monetary Union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, and all references to
"US $", "USD" and "U.S. dollars" are to the lawful currency of the United States of America.
Any websites included in the Prospectus, except for the website www.bourse.lu, are for information purposes
only and do not form part of the Prospectus.
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the
use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "will" and similar terms and phrases, including references and assumptions. This applies, in
particular, to statements in this Prospectus containing information on future earning capacity, plans and
expectations regarding LANXESS Group's business and management, its growth and profitability, and general
economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer
makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including LANXESS Group's financial condition and results
of operations, to differ materially from and be worse than results that have expressly or implicitly been assumed
or described in these forward-looking statements. LANXESS Group's business is also subject to a number of
risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus to
become inaccurate. Accordingly, investors are strongly advised to read the following sections of this Prospectus:
"Risk Factors" and "Description of the Issuer". These sections include more detailed descriptions of factors that
might have an impact on LANXESS Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In
addition, neither the Issuer nor the Managers assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or developments.
4

TABLE OF CONTENTS

SUMMARY ..................................................................................................................................................................... 7
GERMAN TRANSLATION OF THE SUMMARY .................................................................................................. 23
RISK FACTORS .......................................................................................................................................................... 43
RISK FACTORS REGARDING THE ISSUER ....................................................................................................... 43
RISK FACTORS REGARDING THE NOTES........................................................................................................ 46
CONSENT TO USE OF THE PROSPECTUS .......................................................................................................... 52
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................ 53
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS ...................................................... 88
DESCRIPTION OF THE ISSUER ............................................................................................................................. 90
STATUTORY AUDITORS...................................................................................................................................... 90
SELECTED FINANCIAL INFORMATION ........................................................................................................... 90
GENERAL INFORMATION ABOUT LANXESS ................................................................................................. 92
CORPORATE OBJECTS ......................................................................................................................................... 92
CAPITAL STOCK ................................................................................................................................................... 93
INVESTMENTS ....................................................................................................................................................... 93
ORGANISATIONAL STRUCTURE ....................................................................................................................... 93
BUSINESS OVERVIEW AND PRINCIPAL MARKETS ...................................................................................... 94
RISK MANAGEMENT ........................................................................................................................................... 97
RESEARCH AND DEVELOPMENT ...................................................................................................................... 98
PATENTS, TRADEMARKS AND LICENSES ...................................................................................................... 98
MATERIAL CONTRACTS ..................................................................................................................................... 99
TREND INFORMATION ........................................................................................................................................ 99
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES ........................................................... 100
BOARD PRACTICE .............................................................................................................................................. 102
MAJOR SHAREHOLDERS .................................................................................................................................. 104
HISTORICAL FINANCIAL INFORMATION...................................................................................................... 104
RATING ................................................................................................................................................................. 105
LEGAL AND ARBITRATION PROCEEDINGS ................................................................................................. 106
SIGNIFICANT CHANGE IN THE FINANCIAL OR TRADING POSITION OF LANXESS GROUP .............. 106
TAXATION ................................................................................................................................................................. 107
FEDERAL REPUBLIC OF GERMANY ............................................................................................................... 107
GRAND DUCHY OF LUXEMBOURG ................................................................................................................ 109
REPUBLIC OF AUSTRIA ..................................................................................................................................... 110
EU SAVINGS TAX DIRECTIVE .......................................................................................................................... 112
UNITED STATES OF AMERICA (THE "UNITED STATES") ........................................................................... 112
SUBSCRIPTION AND SALE OF THE NOTES ..................................................................................................... 114
GENERAL .............................................................................................................................................................. 114
OFFER OF THE NOTES ....................................................................................................................................... 114
SELLING RESTRICTIONS ..................................................................................................................................... 115
5

GENERAL INFORMATION .................................................................................................................................... 117
LISTING AND ADMISSION TO TRADING ....................................................................................................... 117
AUTHORISATION ................................................................................................................................................ 117
USE OF PROCEEDS ............................................................................................................................................. 117
CLEARANCE AND SETTLEMENT .................................................................................................................... 117
CREDIT RATING .................................................................................................................................................. 117
INDICATION OF YIELD ...................................................................................................................................... 118
INTERESTS OF NATURAL AND LEGAL PERSONS ....................................................................................... 118
DOCUMENTS ON DISPLAY ............................................................................................................................... 118
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................... 119
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... 119
COMPARATIVE TABLE OF DOCUMENTS INCORPORATED BY REFERENCE ........................................ 119
AVAILABILITY OF INCORPORATED DOCUMENTS ..................................................................................... 120

6

SUMMARY
Summaries are made up of disclosure requirements known as 'Elements'. These Elements are numbered in
Sections A E (A.1 E.7).
This Summary contains all the Elements required to be included in a summary for this type of securities and
Issuer. As some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of `not applicable'.
Section A Introduction and Warnings
Element

Warnings
Warning that:
A.1
this Summary should be read as an introduction to the Prospectus;

any decision to invest in the Notes should be based on consideration of

the Prospectus as a whole by the investor;

where a claim relating to the information contained in the Prospectus is

brought before a court, the plaintiff investor might, under the national
legislation of the Member States, have to bear the costs of translating the
Prospectus, before the legal proceedings are initiated; and

civil liability attaches only to the persons who have tabled the Summary

including any translation thereof, but only if the Summary is misleading,
inaccurate or inconsistent when read together with the other parts of the
Prospectus or it does not provide, when read together with the other parts
of the Prospectus, key information in order to aid investors when
considering whether to invest in the Notes.
Consent to
Each Manager and/or further financial intermediary subsequently reselling or
A.2
use the
finally placing the Notes is entitled to use the Prospectus for the subsequent resale
Prospectus
or final placement of the Notes in Luxembourg, Germany and Austria during the
period from 2 December 2016 to 6 December 2016, provided however, that the
Prospectus is still valid in accordance with Article 11 (2) of the Luxembourg law
on prospectuses for securities, as amended (Loi relative aux prospectus pour
valeurs mobilières), as amended, which implements Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 (as amended by
Directive 2010/73/EU of the European Parliament and of the Council of
24 November 2010).
The Prospectus may only be delivered to potential investors together with all
supplements published before such delivery, if any. Any supplement to the
Prospectus will be available for viewing in electronic form on the website of the
Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Issuer
(www.lanxess.com).
When using the Prospectus, each Manager and/or relevant further financial
intermediary must make certain that it complies with all applicable laws and
regulations in force in the respective jurisdictions. In the event of an offer
being made by a Manager and/or further financial intermediary, the
Manager and/or further financial intermediary shall provide information to
investors on the terms and conditions of the offer at the time of that offer.
7

Section B LANXESS Aktiengesellschaft
Element

B.1
Legal and
LANXESS Aktiengesellschaft ("LANXESS") is the legal and commercial
commercial name
name.
of the Issuer
B.2
Domicile, legal
LANXESS is a German stock corporation (Aktiengesellschaft) incorporated
form, legislation,
under the laws of and domiciled in the Federal Republic of Germany.
country of
incorporation
B.4b
Description of any Not applicable; there are no known trends affecting LANXESS.
known trends
affecting the
Issuer and the
industries in
which it operates
B.5
Description of the
LANXESS is the ultimate parent company of the LANXESS Group, which
Group and the
consists of numerous subsidiaries and affiliates in Germany and elsewhere.
Issuer's position
within the Group
B.9
Profit forecast or
Not applicable; no profit forecast or estimate is made.
estimate
B.10
Qualifications in
Not applicable; the auditor's reports do not include any qualifications.
the audit report
on the historical
financial
information

1 January to
1 January to
B.12
Selected historical
key financial
30 September
31 December
information
In million
2016
2015
2015
2014

(unaudited)
(audited)
Sales
5,784
6,096
7,902
8,006
Operating result (EBITDA (pre
812
734
885
808
exceptionals))1
EBITDA (pre exceptionals)1
14.0%
12.0%
11.2%
10.1%
margin

1 EBITDA is calculated from earnings before interest and income taxes (EBIT) by adding back depreciation and impairments of property,
plant, and equipment as well as amortization and impairments of intangible assets and substracting reversals of impairment, charges on
property, plant, equipment and intangible assets.
EBITDA pre exceptionals are EBITDA disregarding exceptional items. The latter are effects of an unusual nature or magnitude. They
may include write-downs, restructuring expenses, expenses for the design and implementation of IT projects, expenses for portfolio
adjustments and reversals of impairment charges. Grants and subsidies from third parties for the acquisition and construction of
property, plant and equipment are accounted for as deferred income using the gross method. In this respect, no adjustments other than
for gross depreciation and amortization are made when calculating EBITDA pre exceptionals.
8

Operating result (EBIT)
429
344
415
218
Income after income taxes
196
149
167
44
Net cash provided by operating
532
342
692
797
activities
Cash outflows for purchases of
228
229
434
614
intangible assets, property, plant
and equipment
Free Cash Flow1
-563
176
292
210
Net financial liabilities
203
1,323
1,211
1,336
(after deduction of time deposits
and securities available for sale)2
Total assets
8,242
7,217
7,219
7,250
Equity
3,453
2,188
2,323
2,161

Material adverse
There has been no material adverse change in the prospects of LANXESS
change
since 31 December 2015.

Significant
Not applicable; there has been no significant change in the financial or trading
changes in the
position of LANXESS Group since 30 September 2016.
financial or
trading position
B.13
Recent Events
In 2015, LANXESS continued to implement its extensive realignment
programme. In connection with the "Let's LANXESS again" programme
established to this end, LANXESS discontinued production of ethylene
propylene diene monomer (EPDM) rubber at the site in Marl, Germany, by the
end of the first quarter of 2016.
Also in this context in September 2015 LANXESS entered into a 50-50 joint
venture agreement with Aramco Overseas Company B.V. to form a strategic
alliance named ARLANXEO. This strategic alliance comprises the global
synthetic rubber business of the LANXESS Business Units Tire & Specialty
Rubbers and High Performance Elastomers carved-out by LANXESS into the
joint venture ARLANXEO. LANXESS believes this alliance offers the
Business Units concerned potential access to strategic raw materials in the
medium term. The transaction has been approved by all relevant antitrust
authorities and was completed on 1 April 2016. With the completion of the
transaction LANXESS has received cash proceeds of approximately 1.2
billion and the 50 percent share in ARLANXEO was transferred to Aramco
Overseas Holdings Coöperatief U.A.
In April 2016 LANXESS announced to acquire the Clean & Disinfect business
of The Chemours Company which will be integrated into the LANXESS
Business Unit Material Protection Products. The business is expected to
contribute approximately 100 million of sales based on 2015 figures. The
acquisition was closed on 31 August 2016 after approval from all relevant

1 Cash flow from operating activities minus cash used in investing activities.
2 Net financial liabilities are calculated as the sum of non-current financial liabilities and current financial liabilities less liabilities for
accrued interest, cash and cash equivalents and near-cash assets.
Net financial liabilities after deduction of time deposits and securities available for sale is calculated from net financial liabilities less
time deposits and securities available for sale.

9

anti-trust authorities. The purchase price of approximately 210 million was
financed through existing liquidity.
On 25 September 2016, a US entity of the LANXESS Group signed a merger
agreement with Chemtura Corporation ("Chemtura"). Chemtura is a US-
based specialty chemical company which provides flame retardant- and
lubricant additives. The company employs worldwide approximately 2,500
employees and has 20 production sites in 11 countries. Chemtura headquarters
are in Philadelphia, Pennsylvania. The stock listed company reported for the
last twelve months ("LTM") ended on 30 September 2016 (Q3 2016 LTM)
sales of around 1.5 billion (US $ 1.7 billion).
To acquire the company, LANXESS is offering US $33.50 per share in cash to
Chemtura's shareholders, which values the equity of the company at approximately
1.9 billion (US $ 2.1 billion). Total enterprise value including net financial debt
and pension obligations accounts to approximately 2.4 billion (US $ 2.6 billion).
Closing of the acquisition is expected mid-2017 and is subject to approval by
Chemtura shareholders, required regulatory approvals and certain other customary
closing conditions. LANXESS will finance the envisaged acquisition with a
combination of cash on balance sheet and an initial 2.0 billion committed
bridge loan facility. The bridge loan facility is expected to be refinanced in the
senior and hybrid bond markets potentially ahead of closing of the acquisition.
Senior bonds with an aggregated nominal volume of 1.0 billion have already
been issued on 7 October 2016. The offering of the Notes is a further part of
this refinancing.
B.14
Dependence upon
Please read Element B.5 together with the information below.
other entities
Not applicable; LANXESS is the parent company of the LANXESS Group.
within the group
B.15
A description of
LANXESS is a globally operating chemicals enterprise organized in four
the Issuer's
business segments since the second quarter of 2016.
principal activities The Advanced Intermediates segment is one of the world's leading suppliers of
industrial chemical intermediates and a key player in the custom synthesis and
manufacturing of chemical precursors and specialty active ingredients.
The Performance Chemicals segment combines LANXESS' application-
oriented process and functional chemicals operations.
The High Performance Materials segment provides a wide range of
engineering plastic compounds that are used primarily for lightweight
construction solutions in automotive engineering and in the electronics
industry.
The ARLANXEO segment comprises LANXESS' synthetic rubber business.
Rubber products have applications in various areas, particularly in the
automotive and tire industry, as well as in the construction industry, leisure
equipment and machinery.
After successful closing of the Chemtura acquisition, LANXESS will report in
5 segments, adding a segment called Performance Additives, which will
comprise all business activities in the field of additives.
B.16
Controlling
Not applicable; LANXESS is to its knowledge neither directly nor indirectly
Persons
owned or controlled.
10