OMNOVA Solutions Completes Acquisition of ELIOKEM From AXA Private Equity

By Omnova Solutions Inc., PRNE
Wednesday, December 8, 2010

FAIRLAWN, Ohio, December 9, 2010 -

    - The acquisition creates larger, more diverse global specialty chemical
      and functional surfaces company with sales over US$1 billion and
      Adjusted EBITDA of approximately US$129 million, based on last twelve
      months through August 2010.
    - Significantly expands Performance Chemicals segment's global
      capabilities with particular emphasis on the high growth, developing
      markets in Asia.
    - Diversifies Performance Chemicals segment's opportunities for growth by
      adding new, but related products, markets and technologies, and
      broadening its applications capability.
    - Expected to be accretive to earnings in 2012.

OMNOVA Solutions (NYSE: OMN) today announced that it has completed its
acquisition of specialty chemicals manufacturer Eliokem International
("ELIOKEM") from AXA Private Equity. OMNOVA paid 227.5 million euros for
ELIOKEM, or approximately US$302 million at current exchange rates, before
subtracting ELIOKEM's net debt and subject to working capital and capital
expenditure adjustments. The Company expects the transaction to be neutral to
slightly dilutive to earnings in 2011, but accretive in 2012.

In connection with the acquisition, the Company issued US$250 million in
senior notes due 2018, replaced its existing US$150 million term loan with a
new US$200 million term loan, and amended and extended its existing revolving
credit facility.

"This combination creates a significantly enhanced, more diversified
Performance Chemicals business that is well positioned to serve customers on
a global basis," said Kevin McMullen, Chairman and Chief Executive Officer of
OMNOVA Solutions. "It contributes to all three of our Company's strategic
objectives by providing entry into several new higher growth markets,
expanding our portfolio of value-added technology solutions and significantly
broadening our global manufacturing footprint. Additionally, synergies are
expected to provide savings in manufacturing, logistics, purchasing and SG&A
by leveraging the resources of an integrated global team.

"Together, with our Decorative Products functional surfaces business,
OMNOVA Solutions will be a US$1.1 billion company, based on last twelve
months sales through August," McMullen said. "Over 40% of those sales will be
outside the United States."

While 75% of ELIOKEM's sales are in product markets that OMNOVA has not
previously served, ELIOKEM's business model - including manufacturing
process, key raw materials and go-to-market approach - is very similar to
OMNOVA's. Focusing on the same basic emulsion polymerization process, the
acquisition adds a number of new acrylic, styrene butadiene and nitrile
chemistries and applications, including coating resins, elastomeric
modifiers, antioxidants, specialty rubbers and reinforcing resins, as well as
complementary products for oil field and specialty latex applications.

OMNOVA Solutions' Performance Chemicals business has been primarily a
producer of styrene butadiene, acrylic and other latices and specialty
chemicals used in coatings for high-end paper and packaging, carpet, durable
and consumable nonwovens, tape and release coatings, floor polishes,
construction, oil field, textile finishes, digital printing, graphic arts and
other specialty applications.

Both chemical businesses have achieved solid growth in 2010, with
combined last twelve months sales and Adjusted EBITDA through August of
approximately US$788 million and US$122 million, respectively.

In addition to OMNOVA's five chemical production facilities in North
which provide products and services worldwide, the acquisition adds
global manufacturing capability to serve Europe and the high growth,
developing markets in Asia with one plant in France (Le Havre), two plants in
China (Ningbo and Caojing) and one in India (Valia). In addition, the ELIOKEM
plant in Akron, Ohio, will provide OMNOVA with important new processing

Both OMNOVA and ELIOKEM have strong polymer development capabilities and
a talented team of scientists and technical service specialists which, in
combination, will accelerate development of a broader range of solutions for
new and existing customers. The combined Company will have R&D capabilities
on three continents.

"Our Performance Chemicals business will remain headquartered in
Fairlawn, Ohio, with global manufacturing and product line management
structured regionally around (1) North America, (2) Europe, India and the
Middle East, and (3) Asia," said Jim Hohman, President of OMNOVA's
Performance Chemicals segment. "This structure will assure an aligned
business strategy focused on providing value-added solutions to our customers
on a global basis and achieving profitable sales growth."

Non-GAAP Financial Measures - This press release includes EBITDA and
Adjusted EBITDA which are Non-GAAP financial measures as defined by the
Securities and Exchange Commission.

OMNOVA's EBITDA is calculated as income (loss) from continuing operations
less interest expense, amortization of deferred financing costs, income taxes
and depreciation and amortization expense. OMNOVA's Adjusted EBITDA is
calculated as OMNOVA's EBITDA less restructuring and severance expenses,
asset impairments, non-cash stock compensation and other items. Segment
EBITDA is calculated as segment operating income (loss) less interest
expense, amortization of deferred financing costs, income taxes and
depreciation and amortization expense. Segment Adjusted EBITDA is calculated
as Segment EBITDA less restructuring and severance expenses, asset
impairments, non-cash stock compensation and other items.

ELIOKEM's EBITDA is calculated as net income less interest expense,
amortization of deferred financing costs, income taxes and depreciation and
amortization expense. ELIOKEM's Adjusted EBITDA is calculated as ELIOKEM's
EBITDA less restructuring and severance expenses, and other items.

EBITDA and Adjusted EBITDA are not measures of financial performance
under GAAP. EBITDA and Adjusted EBITDA are not calculated in the same manner
by all companies and, accordingly, are not necessarily comparable to
similarly titled measures of other companies and may not be appropriate
measures for comparing performance relative to other companies. EBITDA and
Adjusted EBITDA should not be construed as indicators of the Company's
operating performance or liquidity and should not be considered in isolation
from or as a substitute for net income (loss), cash flows from operations or
cash flow data, which are all prepared in accordance with GAAP. EBITDA and
Adjusted EBITDA are not intended to represent, and should not be considered
more meaningful than or as an alternative to, measures of operating
performance as determined in accordance with GAAP. Management believes that
presenting this information is useful to investors because these measures are
commonly used as analytical indicators to evaluate performance and by
management to allocate resources. Set forth below are the reconciliations of
these non-GAAP measures to their most directly comparable GAAP financial

    Non-GAAP Financial Measures
    (LTM: Last 12 months as of August 31, 2010)

    (Dollars in millions)

                                 LTM                                  LTM
                                Ended                                Ended
                                August                             September
    OMNOVA Solutions               31,                                   30,
     Consolidated                 2010   Eliokem International          2010
    ----------------              ----   ---------------------          ----
    Income (loss) from
     continuing operations       $37.5   Net income                     $4.3
    Interest expense               6.9   Interest expense               16.5
    Amortization of deferred              Amortization of
     financing costs               0.6    deferred
    Income tax                     2.8     financing costs                 -
    Depreciation & amortization   21.4   Income tax                      4.6
                                          Depreciation &
    EBITDA                       $69.2    amortization                  13.2
    Restructuring & severance      0.6   EBITDA                        $38.6
                                          Restructuring &
    Asset impairments              6.6    severance                      1.5
    Non-cash stock compensation    3.5   Other                          10.9
    Other                         (2.2)  Adjusted EBITDA               $51.0
                                  ----                                 =====
    Adjusted EBITDA              $77.7

                                   31,   Combined Adjusted
    Performance Chemicals         2010    EBITDA
    ---------------------         ----   ------------------
                                         OMNOVA Solutions
    Segment operating profit     $69.6    Consolidated
                                           LTM as of August 31,
    Interest expense                 -      2010                       $77.7
    Amortization of deferred
     financing costs                 -   Eliokem International
                                           LTM as of September 30,
    Income tax                       -      2010                        51.0
                                         Total Combined Adjusted
    Depreciation & amortization    9.6    EBITDA                      $128.7
                                   ---                                ======
    Segment EBITDA               $79.2
    Restructuring & severance        -
    Asset impairments                -
    Non-cash stock compensation    1.2
    Other                         (9.3)
    Segment Adjustment EBITDA    $71.1

Forward-looking Statements - This press release includes "forward-looking
statements" as defined by federal securities laws. These statements, as well
as any verbal statements by the Company in connection with this press
release, are intended to qualify for the protections afforded forward-looking
statements under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect management's current expectation,
judgment, belief, assumption, estimate or forecast about future events,
circumstances or results and may address business conditions and prospects,
strategy, capital structure, sales, profits, earnings, markets, products,
technology, operations, customers, raw materials, financial condition, and
accounting policies, among other matters. Words such as, but not limited to,
"will," "may," "should," "projects," "forecasts," "seeks," "believes,"
"expects," "anticipates," "estimates," "intends," "plans," "targets,"
"optimistic," "likely," "would," "could," and similar expressions or phrases
identify forward-looking statements.

All forward-looking statements involve risks and uncertainties. Many
risks and uncertainties are inherent in business generally and the markets in
which the Company operates or proposes to operate. Other risks and
uncertainties are more specific to the Company's businesses, including
businesses the Company acquires. The occurrence of such risks and
uncertainties and the impact of such occurrences is often not predictable or
within the Company's control. Any such occurrence could adversely affect the
Company's results and, in some cases, such effect could be material.

All written and verbal forward-looking statements attributable to the
Company or any person acting on the Company's behalf are expressly qualified
in their entirety by the risk factors and cautionary statements contained
herein. Any forward-looking statement speaks only as of the date on which
such statement is made, and the Company undertakes no obligation, and
specifically declines any obligation other than that imposed by law, to
publicly update or revise any forward-looking statements whether as a result
of new information, future events or otherwise.

Risk factors and uncertainties that may cause actual results to differ
materially from expected results include, among others: the ability of the
Company to successfully integrate ELIOKEM into its operations; the impact of
ELIOKEM's results of operations on the Company's ability to achieve fully the
strategic and financial objectives related to the acquisition of ELIOKEM,
including the acquisition being accretive to the Company's earnings; and
unexpected costs or liabilities that may arise from the acquisition of

Additional risk factors include: economic trends affecting the economy in
general and/or the Company's end-use markets; prices and availability of raw
materials including styrene, butadiene, vinyl acetate monomer, polyvinyl
chloride, acrylics and textiles; ability to increase pricing to offset raw
material cost increases; product substitution and/or demand destruction due
to product technology, performance or cost disadvantages; loss of a
significant customer; customer and/or competitor consolidation; customer
bankruptcy; ability to successfully develop and commercialize new products; a
decrease in demand for domestically manufactured products due to increased
foreign competition and off-shoring of production; ability to successfully
implement productivity enhancement and cost reduction initiatives; unexpected
full or partial suspension of plant operations; the Company's strategic
alliance, joint venture and acquisition activities; loss or damage due to
acts of war or terrorism, natural disasters, accidents, including fires,
floods, explosions and releases of hazardous substances; governmental
legislative and regulatory changes, including changes impacting environmental
compliance, pension plans, products and raw materials; compliance with
extensive environmental, health and safety laws and regulations; rapid
inflation in health care costs and assumptions used in determining health
care cost estimates; risks associated with foreign operations including
political unrest and fluctuations in exchange rates of foreign currencies;
prolonged work stoppage resulting from labor disputes with unionized
workforce; meeting required pension plan funding obligations; stock price
volatility; infringement or loss of the Company's intellectual property;
litigation and claims against the Company related to products, services,
contracts, employment, environmental, safety, intellectual property and other
matters arising out of the Company's business and adverse litigation
judgments or settlements; absence of or inadequacy of insurance coverage for
litigation, judgments, settlements or other losses; availability of financing
at anticipated rates and terms; and loan covenant default arising from
substantial debt and leverage and the inability to service that debt,
including increases in applicable short-term or long-term borrowing rates.

OMNOVA Solutions Inc. is a technology-based company with - excluding the
ELIOKEM acquisition - last twelve months sales through August 2010 of US$827
and a workforce of approximately 2,300 employees worldwide. The
acquisition will add approximately 600 ELIOKEM employees. OMNOVA, which has
served the styrene butadiene latex industry since the 1950s, is an innovator
of emulsion polymers, specialty chemicals, and decorative and functional
surfaces for a variety of commercial, industrial and residential end-uses.
Visit OMNOVA Solutions on the internet at

Sandi Noah, Communications, U.S., +1-330-869-4292, sandi.noah at; Liliane Perez, Communications, Europe, +33-1-69-29-27-87, liliane_perez at; Michael Hicks, Investor Relations, +1-330-869-4411

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