Lubrizol acquires Noveon

The Lubrizol Corporation Announces Tender Offer and Consent Solicitation for Noveon, Incs 11.00% Subordinated Notes due 2011.

Noveon have been the main drivers in developing Cassia Tora usage taking on the mantle from Diamalt. Lubrizol are another company who are new to the hydrocollodis world have entered it through acquisition. The full release from Lubrizol reads:

CLEVELAND, Ohio, May 7, 2004 ? The Lubrizol Corporation (NYSE: LZ), which previously announced that it has entered into an agreement and plan of merger to acquire the parent corporation of Noveon, Inc., has commenced a cash tender offer for all of Noveon?s 11.00% Subordinated Notes due 2011 and a consent solicitation to amend the related note indenture. The consent solicitation will seek consents from holders of the notes to eliminate certain restrictive covenants and events of default from the note indenture.

The offer and consent solicitation are subject to the terms and conditions set forth in Lubrizol?s Offer to Purchase and Consent Solicitation Statement dated May 7, 2004 (the ?Offer to Purchase and Consent Solicitation Statement?) and will expire at 11:59 p.m., New York City time, on June 4, 2004, unless extended.

The purchase price to be paid for each $1,000 in principal amount of the notes validly tendered will be (1) the present value of the redemption price of $1,055 on March 15, 2006 (the first optional redemption date of the notes) and all scheduled interest payments from the payment date to March 15, 2006, discounted at a rate equal to the sum of (i) the yield on the 1.625% U.S. Treasury Note due February 28, 2006 and (ii) a fixed spread of 50 basis points, minus accrued and unpaid interest up to, but not including, the payment date, minus (2) an amount equal to the consent payment. In addition, accrued and unpaid interest will be paid on the tendered notes up to, but not including, the payment date.

A consent payment of $20 will be paid for each $1,000 in principal amount of the notes to holders who tender their notes and provide their consents to the proposed indenture amendments at or prior to the consent payment deadline of 5 p.m., New York City time, on May 20, 2004. Notes tendered and consents delivered at or prior to the consent payment deadline may not be withdrawn or revoked after that time. Holders of notes tendered after the consent payment deadline will not receive a consent payment.

The offer is subject to several conditions, including Lubrizol?s completion of its proposed acquisition of Noveon, the receipt by Lubrizol of the consent of its lenders to the completion of the offer or its entering into new credit facilities that permit its completion of the offer, the tender of, and the receipt of consents from holders of, at least a majority in aggregate principal amount of the notes, the execution of a supplemental indenture amending the note indenture, and other customary conditions. Lubrizol expects to complete the Noveon acquisition and enter into new credit facilities that permit its completion of the offer on or prior to the expiration date of the offer. Lubrizol may amend, extend or terminate the offer and consent solicitation in its sole discretion, and may assign its rights under the offer to any of its existing or future direct or indirect subsidiaries.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the notes. The offer and consent solicitation is being made pursuant to the Offer to Purchase and Consent Solicitation Statement and related materials, copies of which will be delivered to all noteholders. Persons with questions regarding the offer and the consent solicitation should contact Citigroup, the Dealer Manager and Solicitation Agent, at (800) 558-3745 or (212) 723-6106, or Global Bondholder Services Corporation, the Information Agent, at (212) 430-3774.

The Lubrizol Corporation (NYSE: LZ) is a global provider of specialty additives and fluid technologies. These high-performance technologies focus on chemicals, systems and services for transportation and industry. The company?s customers use its technology to enhance a wide variety of end-use products, including engine lubricants and fuel; gear oils and other vehicle-related fluids; hydraulic fluids and emission control systems; greases and industrial fluids; personal care products and industrial cleaners; paints, coatings and inks; and mining chemicals. Lubrizol was founded in 1928 and owns and operates 37 manufacturing plants in 16 countries. The Wickliffe, Ohio-based company has 53 sales and technical offices and more than 5,000 employees worldwide. The company had revenues of $2 billion and earnings of $91 million in 2003. For more information, visit www.lubrizol.com.