8-K

dail 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 14, 2017

ASHLAND GLOBAL HOLDINGS INC.

(Exact name of registrant as specified in charter)

Delaware (State of Incorporation or Organization) 333-211719 (Commission File Number) 81-2587835 (IRS Employer Identification No.)

50 E. RiverCenter Boulevard

Covington, Kentucky 41011

(Address of principal executive offices)

(859) 815-3333

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐	Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
 ☐	Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
 ☐	Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Item 1.01. Entry into a Material Definitive Agreement

On April 14, 2017, Ashland LLC (the “Company”), a subsidiary of Ashland Global Holdings Inc. (“Ashland”), entered into a definitive stock purchase agreement (the “Agreement”) with (i) Pharmachem Laboratories, Inc., a privately-held New Jersey corporation (“Pharmachem”), (ii) the shareholders of Pharmachem and Dr. David Peele, a shareholder of Avoca, Inc. (“Avoca”), a subsidiary of Pharmachem (collectively, the “Sellers”) and (iii) Photon SH Representative LLC, as the shareholders’ representative.

Pursuant to the Agreement, the Company will acquire all of the outstanding equity interests of Pharmachem (the “Pharmachem Stock Purchase”) for $660 million in cash (the “Purchase Price”).  Immediately following the Pharmachem Stock Purchase, Pharmachem will acquire all of the shares of common stock of Avoca owned by Dr. David Peele (the “Avoca Stock Purchase” and, together with the Pharmachem Stock Purchase, the “Acquisition”). Following the Avoca Stock Purchase, Avoca will be a wholly owned subsidiary of Pharmachem.  The Purchase Price is subject to customary adjustments for net working capital, cash, indebtedness and transaction expenses.

The Company, Pharmachem and the Sellers have made customary representations and warranties and have agreed to customary covenants relating to the Acquisition.  The consummation of the Acquisition is subject to satisfaction or waiver of certain closing conditions, including (i) the expiration or termination of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and (ii) the trustee of the Pharmachem Laboratories, Inc. Employee Stock Ownership Plan receiving a

Fairness Opinion (as defined in the Agreement) reconfirming the Fairness Opinion it received at signing, among other conditions.  The Acquisition is expected to close in the quarter ending June 30, 2017.  The Agreement contains customary termination rights.

The above description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement.

Item 7.01. Regulation FD Disclosure

On April 17, 2017, Ashland made available an Investor Presentation on the “Investor Center” section of Ashland’s website located at http://investor.ashland.com.  A copy of the Investor Presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference solely for purposes of this Item 7.01 disclosure.

Item 8.01. Other Events

Issuance of News Release

On April 17, 2017, Ashland issued a news release in connection with the Acquisition.  The full text of the news release is attached hereto as Exhibit 99.2.

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Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. These forward-looking statements include statements relating to our expectation that the proposed acquisition of Pharmachem Laboratories, Inc. (Pharmachem) will be completed before the end of the June quarter. In addition, Ashland may from time to time make forward-looking statements in its annual reports, quarterly reports and other filings with the SEC, news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, the expected completion of the final separation of Valvoline Inc., the strategic and competitive advantages of each company, and future opportunities for each company, as well as the economy and other future events or circumstances. Ashland’s expectations and assumptions include, without limitation, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); the impact of acquisitions and/or divestitures Ashland has made or may make, including the proposed acquisition of Pharmachem (including the possibility that Ashland may not complete the proposed acquisition of Pharmachem or Ashland may not realize the anticipated benefits from such transactions); and severe weather, natural disasters, and legal proceedings and claims (including environmental and asbestos matters). Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements, including, without limitation, risks and uncertainties affecting Ashland that are described in Ashland’s most recent Form 10-K (including Item 1A Risk Factors) filed with the SEC, which is available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov.  Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this Form 8-K whether as a result of new information, future events or otherwise. Information on Ashland’s website is not incorporated into or a part of this Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.  The following Exhibits are filed as part of this Report on Form 8-K.

Exhibit Number	Description of Exhibit
99.1	Investor Presentation, dated April 17, 2017.
99.2	News Release issued by Ashland Global Holdings Inc., dated April 17, 2017.

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In connection with the disclosures set forth in Items 7.01 and 8.01 above, the information in such items of this Form 8-K, including the related exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in such items of this Form 8-K, including the related exhibits, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Form 8-K will not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely by Regulation FD.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ASHLAND GLOBAL HOLDINGS INC.

(Registrant)

April 17, 2017	By:	/s/ J. Kevin Willis
		Name:	J. Kevin Willis
		Title:	Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Investor Presentation, dated April 17, 2017.
99.2	News Release issued by Ashland Global Holdings Inc., dated April 17, 2017.

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EX-99.1

Exhibit 99.1

 Ashland Global Holdings Inc. Announces Agreement to Acquire Pharmachem Laboratories, Inc.  April 17, 2017 

 Forward-Looking StatementsThis presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. These forward-looking statements include statements relating to our expectation that the proposed acquisition of Pharmachem Laboratories, Inc. (Pharmachem) will be completed before the end of the June quarter and that the proposed acquisition will be accretive to earnings per share. In addition, Ashland may from time to time make forward-looking statements in its annual reports, quarterly reports and other filings with the SEC, news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, the expected completion of the final separation of Valvoline Inc., the strategic and competitive advantages of each company, and future opportunities for each company, as well as the economy and other future events or circumstances. Ashland’s expectations and assumptions include, without limitation, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); the impact of acquisitions and/or divestitures Ashland has made or may make, including the proposed acquisition of Pharmachem (including the possibility that Ashland may not complete the proposed acquisition of Pharmachem or Ashland may not realize the anticipated benefits from such transactions); and severe weather, natural disasters, and legal proceedings and claims (including environmental and asbestos matters). Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements, including, without limitation, risks and uncertainties affecting Ashland that are described in Ashland’s most recent Form 10-K (including Item 1A Risk Factors) filed with the SEC, which is available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov. Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this presentation whether as a result of new information, future events or otherwise. Information on Ashland’s website is not incorporated into or a part of this presentation.Regulation G: Adjusted ResultsThe information presented herein regarding certain unaudited adjusted results does not conform to generally accepted accounting principles in the United States (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Ashland has included this non-GAAP information to assist in understanding the operating performance of the company and its reportable segments. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information related to previous Ashland filings with the SEC has been reconciled with reported U.S. GAAP results. 

 Transaction Overview  Purchase price of $660 millionTransaction to be funded with bank financing and available cashTransaction multiple of ~10.5x Pharmachem’s estimated fiscal 2017 adjusted EBITDA; ~7.5x after adjusting for expected cost synergies and tax optimizationExpected to be accretive to earnings per share (EPS) in first year following the acquisition; also expected to generate significant cash flowMeaningful synergies from leveraging our combined capabilitiesTransaction expected to close by the end of June quarter 

 Pharmachem Overview  Revenue of ~$300 million and adjusted EBITDA margin of ~20%Privately held; majority family ownedLeading international provider of (i) customized solutions and high quality ingredients to the global health and wellness industries and (ii) high value, differentiated products to fragrance and flavor housesApplications include nutraceuticals, fine perfumes, laundry and personal care products, skin care, cosmetics and food and beverageStrong capabilities in extraction, refining, granulation, spray drying, turnkey packaging solutions, fermentation and fermentation purification  Overview    Revenue By End Market  Nutrition & Health  Fragrance & Flavors  Food, Beverage & Personal Care   Custom Manufacturing  North America  Europe  Asia  Other    Revenue By Geography    Revenue: ~$300 million 

 Strategic Rationale  Strengthens our existing business with advanced processingknow-how and formulation expertise  Leverages our customization capabilities into niches where we create valueHigh customer-intimacy sales model emphasizing custom / tailored productsCreates unique industry offering: leveraging Pharmachem’s custom manufacturing capabilities with Ashland’s formulation knowledge and excipients expertiseLeverages our extensive sales channels, technical service network and global applications labs to accelerate Pharmachem growth outside of North AmericaEnhances Ashland’s food ingredient business by adding customized functional solutionsExpands scope / range of our products & service offeringsAdds high value, differentiated products sold to the major fragrance and flavor housesEnhances Ashland’s position in the high growth nutraceutical market – lying at the intersection of Pharma and NutritionExpands our presence in attractive end marketsFocused on attractive end markets including food, beverage, nutrition, and fragrance and flavors 

 Synergies  Expected annual cost synergies of ~$10 million, primarily driven by leverage from Ashland’s scale and infrastructure, de-tolling opportunities and in-sourcing initiativesCost synergies expected to be realized by end of second year following transaction closeIncremental tax synergies with expected net present value of ~$110 millionDriven by integration of Pharmachem into Ashland’s global business structure 

 Financial Impact  Expected to be accretive to EPS in first year following close of the transaction and to enhance long-term EPS growthStrong cash flow generation Attractive double-digit returnsAccretive to EBITDA marginsFinanced primarily with bank financing with remainder from cash on handAverage cost of debt (pre-tax) of approximately 3-4%Incremental ~$20 million of annual interest expenseEstimated pro forma net debt / adjusted EBITDA ratio at closing of 3.8x, with strong post-close de-leveraging profileRemain committed to targeting mid to high BB credit ratingsExpected gross debt / adjusted EBITDA below 3.5x(1) over time  (1) Although Ashland provides forward-looking guidance for adjusted EBITDA, Ashland is not reaffirming or providing forward-looking guidance for U.S. GAAP-reported financial measures or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort.  

 Nutrition & Health  Pro Forma Combination  Revenue    Revenue By End Market  Net Debt / Adjusted EBITDA  Pro Forma  (Post-Valvoline Separation)  (Post-Valvoline Separation)  LTM as of December 31, 2016  $3.0 bn(1)  $0.3 bn  $3.3 bn  3.0x(2)  3.8x(3)  Pharmachem  Represents Ashland Specialty Ingredients and Ashland Performance Materials as reported in Q1 2017 Earnings Presentation.Net debt is calculated as Ashland’s reported net debt of $2,228 million as of December 31, 2016, adjusted for the Valvoline separation of $510 million. Adjusted EBITDA is calculated as Ashland’s reported trailing 12-month Adjusted EBITDA of $1,042 million as of December 31, 2016, adjusted for the Valvoline separation of $471 million.Net debt is calculated as Ashland’s reported net debt as of December 31, 2016, adjusted for the Valvoline separation and Pharmachem acquisition. Adjusted EBITDA is calculated as Ashland’s reported trailing 12-month Adjusted EBITDA as of December 31, 2016, adjusted for the Valvoline separation and Pharmachem acquisition.Please refer to Appendix of this presentation for reconciliations.  Consumer Specialties  Industrial Specialties  I&S  Ashland Specialty Ingredients  Ashland Performance Materials  Pharmachem   Fragrance & Flavors  Food, Beverage & Personal Care   Custom Manufacturing  Consumer Specialties  Industrial Specialties  Composites  I&S  Ashland Specialty Ingredients  Ashland Performance Materials  Composites 

 Summary  Acquisition of Pharmachem strengthens our existing business with advanced processing know-how and formulation expertiseEnhances Ashland’s position in the high growth nutraceutical end markets and opens up a new market opportunity in fragrance and flavorsCreates unique industry offering by leveraging Pharmachem’s custom manufacturing capabilities with Ashland’s formulation knowledge and excipients expertiseExpected to be accretive to EPS in first year following close of transaction and to enhance long-term EPS growthAttractive double-digit returns driven by Pharmachem’s strong cash flow generationMore information to be shared during Ashland’s second-quarter earnings webcast on April 26 and at Investor Day in New York City on May 1   Acquisition of Pharmachem strategically and financially compelling 

 Near-Term Calendar  Ashland plans to report financial results for Q2 FY 2017 after the NYSE closes on April 25 and to host a webcast with investors the following morning on April 26Ashland Investor Day scheduled for May 1 in New York CityThe full separation of Valvoline remains on trackSubject to market conditions and other factors, Ashland presently intends to distribute the remaining Valvoline shares following the release of Q2 FY 2017 earnings results by both Ashland and ValvolinePharmachem transaction expected to close by the end of June quarter 

Ashland always solving

Ashland Global Holdings Inc. and Consolidated SubsidiariesReconciliation of Non-GAAP Data for 12 Months Ended December 31, 2016  North America2__%  Asia Pacific__%  LatinAmerica/Other - _%  Europe __%  AshlandSpecialtyIngredients__%  AshlandPerformanceMaterials__%  Valvoline__%  1 Quarterly totals may not sum to actual results due to quarterly rounding conventions. Calculation of adjusted EBITDA for each quarter has been reconciled within certain financial filings with the SEC and posted on Ashland's website for each reportable segment.

EX-99.2

Exhibit 99.2

News Release

Ashland to acquire Pharmachem Laboratories, a leading international provider of ingredients to global health and wellness industries and products to fragrance and flavor houses

Transaction expected to strengthen Ashland’s position in fast-growing nutraceutical end market while advancing the company’s processing know-how and formulation expertise

COVINGTON, KY, April 17, 2017 – Ashland Global Holdings Inc. (NYSE: ASH) today announced that its subsidiary has signed a definitive agreement to acquire privately owned Pharmachem Laboratories, Inc., a leading provider of quality ingredients to the global health and wellness industries and high-value differentiated products to fragrance and flavor houses. Under terms of the stock purchase agreement, Ashland will pay $660 million in an all-cash transaction that is expected to be completed before the end of the June quarter. The acquisition, which is subject to customary closing conditions and required regulatory approvals, will be funded with bank financing and available cash. The acquisition is expected to be accretive to Ashland’s earnings per share in the first year following the close of the transaction.

With annual revenues of approximately $300 million and 14 manufacturing facilities in the United States and Mexico, New Jersey-based Pharmachem develops, manufactures and supplies custom and branded nutritional and fragrance products. The 38-year-old company, whose customers are some of the best-known consumer brands in the world, sells to the following end markets:

● Nutrition and health (43 percent of total sales) – Key supplier to $39 billion vitamin and dietary supplement market;

● Fragrance and flavors (33 percent) – Primary application as an ingredient for fragrances in consumer products such as laundry detergents and fine perfumes;

● Food, beverage and personal care (15 percent) – Ingredients used in products sold through specialty retailers, multi-level marketers, and topical skin care and cosmetics; and

● Custom manufacturing (9 percent) – Services include refining, granulation and spray drying. Also operates one of the largest custom extraction facilities for natural ingredients in North America.

“The acquisition of Pharmachem offers a number of exciting growth opportunities in higher-margin end markets while also strengthening our specialty product line,” said William A. Wulfsohn, Ashland chairman and chief executive officer. “This combination will enhance our position in fast-growing nutraceutical end markets, open a new opportunity within fragrances and flavors, and strengthen Ashland’s food ingredient business by adding customized functional solutions.”

He continued: “We were also extremely impressed by Pharmachem’s world-class operations, leading market positions, dedicated employees and talented leadership team. In combining Pharmachem and Ashland, we can leverage our extensive sales channels, technical service network and global applications labs to accelerate Pharmachem’s growth. We look forward to discussing the Pharmachem transaction in more detail during our second-quarter earnings webcast next week and Ashland’s Investor Day in New York City on May 1.”

“This is a great strategic fit for Pharmachem as we look to build on our well-established track record of growth and financial performance,” said Colin MacIntyre, Pharmachem chief executive officer. “We have the opportunity to create something unique in our industry by combining Pharmachem’s custom manufacturing capabilities with Ashland’s formulation knowledge and excipients expertise. Together we can drive the next phase of Pharmachem’s growth while contributing to Ashland’s vision of creating the world’s premier specialty chemicals company.”

The all-cash purchase price of $660 million represents a transaction multiple of ~10.5x Pharmachem’s estimated fiscal 2017 adjusted EBITDA, or ~7.5x after adjusting for expected cost synergies and tax optimization. Ashland anticipates achieving meaningful cost synergies from leveraging combined capabilities, as well as tax synergies driven by the integration of Pharmachem into Ashland’s global business structure.

Slide presentation materials discussing the transaction will be posted to the Investor Relations section of Ashland’s website at http://investor.ashland.com.

BofA Merrill Lynch is acting as financial advisor to Ashland on the transaction and Cravath, Swaine & Moore LLP is acting as legal advisor.

Moelis & Company LLC is acting as financial advisor to Pharmachem on the transaction and Arnold & Porter Kaye Scholer LLP is acting as legal advisor.

About Ashland Ashland Global Holdings Inc. (NYSE: ASH) is a premier global specialty chemicals company serving customers in a wide range of consumer and industrial markets, including adhesives, architectural coatings, automotive, construction, energy, food and beverage, personal care and pharmaceutical. At Ashland, we are 6,000 passionate, tenacious solvers – from renowned scientists and research chemists to talented engineers and plant operators – who thrive on developing practical, innovative and elegant solutions to complex problems for customers in more than 100 countries. Ashland also maintains a controlling interest in Valvoline Inc. (NYSE: VVV), a premium consumer-branded lubricant supplier. Visit ashland.com to learn more.

C-ASH

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Ashland has identified some of these forward-looking statements with words such as “anticipates,” “believes,” “expects,” “estimates,” “is likely,” “predicts,” “projects,” “forecasts,” “objectives,” “may,” “will,” “should,” “plans” and “intends” and the negative of these words or other comparable terminology. These forward-looking statements include statements relating to our expectation that the proposed acquisition of Pharmachem Laboratories, Inc. (Pharmachem) will be completed before the end of the June quarter and that the proposed acquisition will be accretive to earnings per share. In addition, Ashland may from time to time make forward-looking statements in its annual reports, quarterly reports and other filings with the SEC, news releases and other written and oral communications. These forward-looking statements are based on Ashland’s expectations and assumptions, as of the date such statements are made, regarding Ashland’s future operating performance and financial condition, the expected completion of the final separation of Valvoline Inc., the strategic and competitive advantages of each company, and future opportunities for each company, as well as the economy and other future events or circumstances. Ashland’s expectations and assumptions include, without limitation, internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, operating efficiencies and economic conditions (such as prices, supply and demand, cost of raw materials, and the ability to recover raw-material cost increases through price increases), and risks and uncertainties associated with the following: Ashland’s substantial indebtedness (including the possibility that such indebtedness and related restrictive covenants may adversely affect Ashland’s future cash flows, results of operations, financial condition and its ability to repay debt); the impact of acquisitions and/or divestitures Ashland has made or may make, including the proposed acquisition of Pharmachem (including the possibility that Ashland may not complete the proposed acquisition of Pharmachem or Ashland may not realize the anticipated benefits from such transactions); and severe weather, natural disasters, and legal proceedings and claims (including environmental and asbestos matters). Various risks and uncertainties may cause actual results to differ materially from those stated, projected or implied by any forward-looking statements, including, without limitation, risks and uncertainties affecting Ashland that are described in Ashland’s most recent Form 10-K (including Item 1A Risk Factors) filed with the SEC, which is available on Ashland’s website at http://investor.ashland.com or on the SEC’s website at http://www.sec.gov.  Ashland believes its expectations and assumptions are reasonable, but there can be no assurance that the expectations reflected herein will be achieved. Unless legally required, Ashland undertakes no obligation to update any forward-looking statements made in this news release whether as a result of new information, future events or otherwise. Information on Ashland’s and Pharmachem’s websites  is not incorporated into or a part of this news release.

™ Trademark, Ashland or its subsidiaries, registered in various countries.

FOR FURTHER INFORMATION:

Investor Relations:

Seth A. Mrozek

+1 (859) 815-3527

samrozek@ashland.com

Media Relations: Gary Rhodes +1 (859) 815-3047

glrhodes@ashland.com