Henkel KGaA and Akzo Nobel N.V., Arnhem, The Netherlands, have signed an exclusivity agreement on July 26, 2007. At the same time Henkel and Akzo Nobel have negotiated an agreement about a back-to-back transaction, the signing of which is still pending. This agreement allows Henkel to acquire the adhesives and electronic materials businesses of National Starch and Chemical Company, Bridgewater, N.J., USA, a subsidiary company of ICI, in the case that Akzo Nobel can acquire ICI. It is in-tended - subject to approval by the Henkel Shareholders' Committee - to execute the back-to-back agreement immediately prior to the formal announcement of an offer by Akzo Nobel for ICI. The businesses to be acquired from National Starch realized sales of about 1.26 billion GBP (about 1.85 billion euros) in 2006.

Complementary businesses
The businesses of Henkel and the businesses to be acquired from National Starch would be highly complementary with respect to market segments. Within adhesives, National Starch holds very strong positions in non-wovens and athletic footwear, while Henkel is particularly strong in the automotive and aerospace industries. With regard to electronic materials, comprising adhesives for the semiconductor and electronics industry, the combined businesses would be of a size that would allow Henkel to serve the different submarkets more efficiently. In addition, the new businesses would further provide Henkel with additional technological capabilities in attractive application areas where Henkel so far has been active only to a limited extent. These include adhesives for various medical applications and pressure-sensitive adhesives. The two businesses would also enjoy complementary geographic fit. With the businesses to be acquired from National Starch, Henkel could significantly strengthen its Asian business and in some countries of this region, such as Japan, would achieve market entry. The transaction would also enhance Henkel's presence in other fast growing markets such as Eastern Europe and Latin America.

Closing of such a back-to-back agreement is conditional upon a successful takeover of ICI by Akzo Nobel. If however Akzo Nobel will make a formal offer and if this will then be successfully concluded, is uncertain.