Isola Polyclad Acquisition Frequently Asked Questions
1. What is the name of the combined company?
The combined company will be known as Isola Group, SARL. The Polyclad name will be used to identify products under the Isola umbrella.
2. How is the combined company structured?
Both companies are currently structured regionally, supported by strong functional leadership out of the company headquarters. The company will remain structured on a regional basis. Maintaining this regional format will facilitate a smooth integration of the two companies.
3. Are there changes to Isola’s board of directors?
The structure for the board of directors will remain the same with no immediate changes anticipated. A new outside director was added recently, and another will be added some time next year.
4. Where is company headquarters?
The company headquarters will be in Chandler, Arizona.
5. Who will be Isola’s senior management team?
The senior management team will remain the same. As we integrate our product lines, we will select the best talent from the combined companies to ensure all functional areas and regions run smoothly.
6. Where will R&D sites be located?
In the short term, existing development centers will remain intact. As we move forward, a consolidation plan will be developed combining research and development capabilities. The combined centers will allow for cost-effective development of innovative high-performance products that meet customer needs for increased functionality.
7. Where will manufacturing sites be located?
Isola will continue to manufacture in all regions. Our aim is to bring together the manufacturing capabilities of the companies to create a stronger and more efficient competitor to Park/Nelco, Arlon, Taconic and Rogers, as well as Grace and the other Asian suppliers. Customers will benefit from long-term access to competitively priced and innovative product lines.
8. Isola & Polyclad both have operations in several of the same cities and regions. Will there be facility closures?
Currently Isola and Polyclad have very few overlapping cities for manufacturing operations. As we work through the integration process, we will continue to evaluate where consolidating facilities may make sense, based on our hiring plans and the locations of our customers. Isola intends to provide a secure future for the combined enterprise where customers worldwide can continue to take advantage of the high-quality products of both companies. At this point, it is too early to announce any definitive plans.
9. Will there be a reduction in work force as a result of this acquisition?
We have a high level of respect for the employees of both companies and want to provide as many opportunities as possible to maintain our workforce. Until we have determined how best to rationalize the combined resources we won’t know the employment impact.
10. How will employees who are not staying with the company be compensated?
Isola is committed to making the transition for employees as smooth as possible. As we have in the past, we will continue to offer the best employees the opportunity to remain with Isola and treat those departing with a fair package and with respect. A severance offering that is competitive in the market place will be available to employees.
11. What are the benefits of staying with the company after the acquisition?
By combining the respective strengths and product offerings of both companies, this acquisition will create a global supplier capable of competing effectively in the long term with laminate suppliers like Grace, Nan Ya and Kingboard that are based in low-cost regions. Isola is committed to the industry and determined to be the best supplier of laminates in the world. Employees that perform will have a chance to grow and expand their careers.
12. Will there be changes to my 401K?
There will be no changes in the 401k plans in the first year. After that period we will offer a merged plan that provides essentially the same level of benefits as offered today.
Strategy & Integration
13. Has the direction of the company changed as a result of the acquisition?
The direction of the company will not change. We continue to believe our strategy of providing leading technology and outstanding service are the cornerstones to success. This acquisition strengthens our product offering and geographic positioning and it hastens our pace of transition to higher performance products.
14. Why did Isola acquire Polyclad?
Isola acquired Polyclad Laminates because of its premium product offering, excellent employees and global footprint. By combining the respective strengths and product offerings of the two companies we are building on the shared heritage in the global pcb/laminate industry.
15. What will happen to the Isola corporate brand vs. Polyclad’s brand?
To provide the most consistency and clarity in our communication with customers, the Polyclad corporate brand will immediately be retired, and the company will fully align behind the Isola corporate brand. We will continue to use the specific company names when describing the product offerings, for example “PCL 370HR” or “IS 406”.
16. Does Isola plan to acquire other companies?
We will continue to keep our options open if a product or technology becomes available that supports our long-term strategy and enhances our ability to service our customers. Currently, our focus is on maximizing the Polyclad acquisition.
17. Does the acquisition change Isola’s product roadmap?
The roadmap for Isola will not change as a result of the Polyclad acquisition. Rather, it will enhance both the Isola and Polyclad development effort as well as expedite the migration to higher performing products. The transaction will combine Isola’s established enhanced-electrical product line with Polyclad’s successful high-reliability products.
18. Is Isola confident that integration of the two companies will go smoothly?
Our goal is to provide the smoothest transition possible for our customers and our employees. We have decided to implement a dedicated team to manage the integration. This team will establish the “Integration Office” which will have a full-time leader supported by staff from each of the functional areas. The team will have overall responsibility for managing the process.
Products & Technology
19. Will there be a new industry-defining technology platform resulting from the combination of technologies?
By leveraging the combined strengths of Isola and Polyclad, we believe that opportunities for new products will be enhanced. Together our products will meet a broader set of customer needs from a single supplier, allowing our customers convenience and cost reductions.
20. Are there immediate plans to discontinue any Isola or Polyclad products?
As a customer-driven company we will continue to evaluate and respond to customer demand to shape our product mix. Naturally we will need to simplify our product line, therefore some products on both sides will have to be discontinued. We will work with our customers to ensure a smooth transition.
21. How will the product portfolios be integrated over time?
Initially, Isola will offer a combination of products from both companies. As our product integration evolves, we will select the best product offerings from each company. For example, in the lead-free category we will build on our flagship lead-free products “PCL 370HR” and “IS 410”.
22. Will product release cycles be affected?
Our combined research and development capabilities will allow for innovative high-performance products to meet customer needs for increased functionality. With our advanced prototype plant capabilities, we should be able to improve the time to market for Polyclad developments.
23. Where can I get more information on Isola’s acquisition of Polyclad?
Updates to the FAQs will be available on the Isola website at
www.isola-group.com once the acquisition is complete.
Customer & Partner Support
24. What benefits can customers expect from the combination of Isola and Polyclad?
Overall, the combined entity will be better placed to serve customers in the long term. We will be able to offer our customers the broadest range of products, including high performance laminates on a global scale. By combining the best practices of each company and leveraging the manufacturing footprint, customers can expect a global supplier capable of delivering continuity of supply, cost savings and enhanced product offerings.
25. How will I know if there is a change to my sales account team?
Customers will be notified directly by the regional sales leaders of any changes to the account team.
26. How long will training and support be available for Polyclad products?
Isola is committed to Polyclad customers and believes in superior customer support as a critical component of providing complete customer satisfaction. We will have a Director-level person whose sole role is to train each of the respective sales forces and service teams on the combined products. There will also be a full-time service person to support our distribution training and service needs.
27. Whom should customers call for product support?
We will be working to quickly align our infrastructures, including our customer contact points. Meanwhile, please continue using existing contacts as each company will continue to operate independently until the completion of the merger. After the merger completion we will notify our customers of any changes
28. Does Isola plan to increase its focus on R&D or manufacturing capabilities as a result of the acquisition?
Our long-term strategy includes a continued focus on research and development. Isola continues to believe that R&D is the lifeline to our long-term growth and survival. The company plans more emphasis on product development as we move forward.
29. What will happen to prices of Isola products? Polyclad prices?
Isola does not anticipate any changes in prices. By rationalizing the combined manufacturing and distribution operations, the new company will realize cost savings. A lower cost structure will enable Isola to become more competitive and allow customers lower costs.
30. Will there be any difference in service delivery?
The best practices of both companies should result in improved delivery and quality for the combined entity. Today Isola is the only company in its field that can commit to 12-hour delivery on a recurring basis. We do this out of our Fremont facility and believe that practice can be transferred to other locations to meet customer demand.
Transaction & Financial Details
31. When will the acquisition close?
The close of the acquisition is estimated to be mid February 2006.
32. What were the terms of the acquisition?
Isola acquired Polyclad Laminates in a cash transaction funded by the parent company, TPG, Redfern Partners and a new investor, Tennenbaum Capital Partners.
33. When will Isola provide financial targets for fiscal 2006?
Fiscal financial targets for the combined company will be provided once the acquisition is complete.
34. What is Isola’s fiscal reporting calendar?
Isola’s fiscal year closes on December 30, 2006. The combined company will continue to operate on a calendar year basis.
15 December 2005