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):  November 2, 2016

CALGON CARBON CORPORATION
(Exact name of registrant as specified in its charter)

         
Delaware
(State or other jurisdiction
of incorporation)
 
1-10776
(Commission
File Number)
 
 
25-0530110
(IRS Employer
Identification No.)
 
3000 GSK Drive
Moon Township, Pennsylvania
(Address of principal
executive offices)
 
     
15108
(Zip Code)

Registrant's telephone number, including area code:   (412) 787-6700
 
Not Applicable
(Former name or former address, if changed since last report)
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 November 2, 2016, Calgon Carbon Corporation (the “ Company ”), Chemviron France SAS, Calgon Carbon (Suzhou) Co., Ltd. and Chemviron SPRL (collectively, the “ Buyers ”) entered into an Amendatory Agreement (the “ Amendment ”) with Arkema France S.A., CECA S.A., Arkema S.R.L. and Arkema Shanghai Distribution Co. Ltd (the “ Sellers ”) amending certain terms and conditions of that certain Asset and Share Purchase Agreement dated July 25, 2016 (the “ Purchase Agreement ”) with CECA, S.A., a French société anonyme (“ CECA ”), Arkema S.r.l, an Italian limited liability company (“ Arkema Italy ”) and Arkema Shanghai Distribution Co Ltd, a company incorporated under the laws of the   People's Republic of China (“ Arkema Shanghai ”, and together with CECA and Arkema, the “ Sellers ”) providing for the acquisition by the Buyers of Sellers’ Activated Carbon and Filtration Media Business.  The Amendment was entered into to address the removal of certain immaterial assets from the transaction and accordingly adjust the purchase price.
 
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is attached hereto as Exhibit 2.2 and incorporated by reference.
 
Item 2.01.                            Completion of Acquisition or Disposition of Assets
 
As previously disclosed, on July 25, 2016, the Company entered into the Purchase Agreement for the acquisition of Activated Carbon and Filtration Media Business of the Sellers in a cash transaction valued at $153.0 million, plus the assumption of $7.1 million in unfunded pension liabilities.  On November 2, 2016, the Buyers completed the acquisition of the Activated Carbon and Filtration Media Business from the Sellers. The purchase price is subject to certain customary post closing adjustments.
 
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement filed as Exhibit 10.1 to the Company Current Report on Form 8-K filed on July 29, 2016, which is incorporated herein by reference.
 
Item 7.01                            Regulation FD
 
On November 2, 2016, the Company issued a press release announcing the consummation of the transactions contemplated in the Purchase Agreement, as amended by the Amendment, where the Buyers purchased the Activated Carbon and Filtration Media Business from the Sellers.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
The information contained in Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
2
 
Item 9.01.                            Financial Statements and Exhibits.
 
(a)  Financial Statement of businesses acquired.
 
The Company will file the financial statements required by Item 9.01(a) of Form 8-K as an amendment to this Current Report on Form 8-K no later than the 71 st day after the required filing date for this Current Report on Form 8-K.
 
(b)  Pro forma financial information.
 
The Company will file pro forma financial information required by Item 9.01(b) of Form 8‑K as an amendment to this Current Report on Form 8‑K no later than the 71 st day after the required filing date for this Current Report on Form 8‑K.
 
(d)  Exhibits.
 
Exhibit
   Number   
 
Description                                                                                                                                                 
2.1
 
Asset and Share Purchase Agreement by and among CECA, S.A., Arkema S.r.l, Arkema Shanghai Distribution Co Ltd, Arkema France, Chemviron France SAS and Calgon Carbon Corporation dated July 25, 2016, was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 29, 2016 *
 
2.2
 
Amendatory Agreement, dated November 2, 2016, in respect of Asset and Share Purchase Agreement by and among CECA, S.A., Arkema S.r.l, Arkema Shanghai Distribution Co Ltd, Arkema France, Chemviron France SAS, Calgon Carbon Corporation, Calgon Carbon (Suzhou) Co., Ltd. and Chemviron SPRL
 
99.1
 
Press Release dated November 2, 2016
 
*              Annexes omitted pursuant to Item 601(b)(2) of Regulation S-K.  The Company agrees to furnish supplementally a copy of such annexes, or any section thereof, to the Securities and Exchange Commission upon request.
3
 
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.
 
  CALGON CARBON CORPORATION  
     
       
November 8, 2016
By:
/s/ Chad Whalen  
    Name: Chad Whalen  
    Title: Senior Vice President, General   Counsel and Secretary  
       

 
4

Exhibit Index
 
 
Exhibit
Number
 
Description  
2.1
 
Asset and Share Purchase Agreement by and among CECA, S.A., Arkema S.r.l, Arkema Shanghai Distribution Co Ltd, Arkema France, Chemviron France SAS and Calgon Carbon Corporation dated July 25, 2016, was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 29, 2016 *
 
2.2
 
Amendatory Agreement, dated November 2, 2016, in respect of Asset and Share Purchase Agreement by and among CECA, S.A., Arkema S.r.l, Arkema Shanghai Distribution Co Ltd, Arkema France, Chemviron France SAS, Calgon Carbon Corporation, Calgon Carbon (Suzhou) Co., Ltd. and Chemviron SPRL
 
99.1
 
Press Release dated November 2, 2016
 
*              Annexes omitted pursuant to Item 601(b)(2) of Regulation S-K.  The Company agrees to furnish supplementally a copy of such annexes, or any section thereof, to the Securities and Exchange Commission upon request.
5
Exhibit 2.2
 
 





AMENDATORY AGREEMENT
in respect of the
Asset and Share Purchase Agreement



By and Between

CECA S.A.,
ARKEMA S.R.L.,
ARKEMA SHANGHAI DISTRIBUTION CO LTD,
AND
ARKEMA FRANCE
on the one hand

and

CHEMVIRON FRANCE SAS,
CALGON CARBON CORPORATION,
CALGON CARBON (SUZHOU) CO., LTD.,
AND
CHEMVIRON SPRL
on the other hand

 
Dated: November 2, 2016
 
 
 

 
Table of Contents
 
(continued)
 
 
AMENDATORY AGREEMENT
 

THIS AMENDATORY AGREEMENT , dated November 2, 2016 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this " Amendatory Agreement "), is by and between:

(i)   CECA S.A. , a French société anonyme with its registered offices at 89, boulevard National, 92250 La Garenne Colombes, registered with the registry of commerce under number 775 728 025 R.C.S. Nanterre ( " CECA " );

(ii)   Arkema S.r.l , an Italian limited liability company, with its registered offices at via Pregnana no. 63, 20017 Rho, Milan, registered with the companies' register of Milan under number 10676490153 ( " Arkema "), Arkema and CECA acting jointly and severally ( conjointement et solidairement ) for all purposes hereof and being jointly and severally liable ( conjointement et solidairement responsable ) for the obligations of Arkema Shanghai;

(iii)   Arkema Shanghai Distribution Co Ltd , a company incorporated under the laws of the   People's Republic of China , with its registered offices at Suite D, No.28 Workshop, No.500, Fute E 2nd Rd, Waigaoqiao Free Shanghai - 200131, China (" Arkema Shanghai " and, together with CECA and Arkema, the " Sellers " and each of them a " Seller ");

(iv)   Arkema France , a company ( société anonyme ) organized under the laws of France having its registered office at 420 rue d'Estienne d'Orves, 92700 Colombes, France and registered with the Registry of Commerce and Companies of Nanterre under number 319 632 790 (th e " Sellers' Guarantor ");

on the one hand,
 
AND
 
(v)   Chemviron France SAS,   a company ( société par actions simplifiée ) organized under the laws of France having its registered office at 58, avenue de Wagram, 75017 Paris, France and registered with the Registry of Commerce and Companies of Paris under number 821 453 313 (the " Purchaser " );

(vi)   Calgon Carbon Corporation, a Delaware corporation with its registered offices at 3000 GSK Drive, Moon Township, PA 15108, USA (the " Purchaser's Guarantor " );

(vii)   Calgon Carbon (Suzhou) Co., Ltd. , a company organized and incorporated under the laws of the People’s Republic of China, with registered office located at 2388, Yinzhong South Road, Wuzhong Economic Development Zone, Jiangsu Province, China, registered with the Companies Register under number 320500400038293 (" CC Suzhou ");

(viii)   Chemviron Sprl , a company ( société privée à responsabilité limitée ) organized under the laws of Belgium having its registered office at 7181 Seneffe, Parc Industriel de Feluy C, Feluy, Belgium and registered with the Register of Legal Entities of Hainaut (Charleroi) under number 0663915609 (" Chemviron Belgium "), the Purchaser and the Purchaser's Grantor being jointly and severally liable ( conjointement et solidairement responsable ) for the obligations of CC Suzhou and Chemviron Belgium;

on the other hand.
 
 
The Sellers, the Purchaser, the Sellers' Guarantor and the Purchaser's Guarantor are sometimes individually referred to as an " Initial Party " and collectively as the " Initial Parties ".
 
The Initial Parties, CC Suzhou and Chemviron Belgium are sometimes individually referred to as a " Party " and collectively as the " Parties ".
 
W I T N E S S E T H:
 

WHEREAS :

(A)   The Initial Parties are parties to (i) a certain Asset and Share Purchase Agreement dated July 25, 2016 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the " ASPA ", capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the ASPA) and (ii) a certain Disclosure Letter dated July 25, 2016 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the " Disclosure Letter "); and

(B)   The Parties wish at this present time to amend, supplement and modify the ASPA and the Disclosure Letter to the limited extent and upon the terms set forth in this Amendatory Agreement.


NOW, THEREFORE , the Parties, intending to be legally bound, do hereby agree as follows:

 
ARTICLE I
ASSIGNMENT OF RIGHTS
 
Pursuant to Section 12.8 of the ASPA:
 
(A)   the Purchaser hereby assigns to Chemviron Belgium its right to purchase and acquire from the Sellers the Transferred Shares pursuant to Section 2.1(a) of the ASPA, as well as all the rights under the ASPA associated therewith;

(B)   Chemviron Belgium hereby assumes, and agrees to perform and discharge all of the obligations associated with the acquisition of the Transferred Shares under the ASPA, including but not limited to (i) the obligation to pay the Closing Company Purchase Price pursuant to Section 2.7(b)(ii) of the ASPA and (ii) the obligation to repay the Cash Pooling Receivable pursuant to Section 2.7(b)(iii) of the ASPA;

(C)   the Purchaser hereby assigns to CC Suzhou its right to purchase the Business Inventory owned by Arkema Shanghai pursuant to Section 2.1(a) of the ASPA, as well as all the rights under the ASPA associated therewith;

(D)   CC Suzhou hereby assumes, and agrees to perform and discharge all of the obligations associated with the acquisition of the Business Inventory owned by Arkema Shanghai, including but not limited to the payment of the portion of the Closing Business Purchase Price relating to the Business Inventory owned by Arkema Shanghai pursuant to Section 2.7(b)(ii) of the ASPA,

it being specified that, in accordance with the provisions of Section 12.8 of the ASPA, the Purchaser and the Purchaser’s Guarantor shall be jointly and severally liable with Chemviron Belgium and CC Suzhou for the performance of their obligations under the Transaction Documents.
ARTICLE II
AMENDMENTS
 
On the terms set forth in this Amendatory Agreement, the ASPA shall be amended, effective as of the date hereof, as follows:
 
2.1.
Closing Date
 
(A)              In accordance with Section 2.7 of the ASPA, the Parties agree that the Closing Date shall be 2 November, 2016;

(B)              The definition of "Closing Reference Date" shall be amended so as to read as follows:

" " Closing Reference Date " shall mean October 31, 2016; "

(C)              Section 2.7(a) shall be amended so as to read as follows:

" (a)              Provided that (x) the conditions to the respective obligations of the Parties set forth in Article III are satisfied, and (y) this Agreement has not been previously terminated pursuant to Section 8.1 , the consummation of the purchase and sale of the Transferred Shares and the Transferred Assets (the " Closing ") shall be simultaneously held at (i) the offices of Willkie Farr & Gallagher, at 21-23 rue de la Ville l'Evêque, 75008 Paris, France (the " Paris Closing ") at 9 a.m on the Closing Date, and (ii) the offices of Mr. Edmondo Todeschini located Via Cesare Cantù, 3, Milan, Italy (the " Milan Closing "), at 12 a.m. on the Closing Date. "

2.2.
Excluded Real Property .
 
(D)              The Parties hereby acknowledge and agree that the pieces of land owned by CECA and located in the municipalities of Tanavelle and Valuejols, as described in Exhibit 1 hereto (the " Excluded Property "), shall be withdrawn from the scope of the Business Owned Real Property to be sold by CECA and acquired by the Purchaser at Closing pursuant to the ASPA and, as a result thereof, any reference to Business Owned Real Property in the ASPA shall be deemed to exclude the Excluded Property and Schedule 4.10(a)(i) to the Disclosure Letter shall therefore be deemed to be amended accordingly.

(E)              As a result, the Parties hereby acknowledge and agree to reduce the Business Base Purchase Price by an amount equal to the aggregate value of the Excluded Property, as agreed-upon among the Initial Parties, i.e. , by an amount of EUR 155,420.  The Business Base Purchase Price shall thus be equal to EUR 117,766,149, it being specified that such reduction of the Business Base Purchase Price shall be allocated exclusively to the real estate assets included in the Transferred Assets for the purpose of the Closing Statement and the Post-Closing Statement. Subsection (b)(i) of Section 2.4 of the ASPA is therefore amended to read as follows:

" (i) one hundred and seventeen million seven hundred and sixty-six thousand one hundred and forty-nine (117,766,149) euro (the " Business Base Purchase Price "); "
2.3.
Real Property Deeds
 
All the occurrences of the term "Real Property Deed" in the ASPA shall be replaced by the term "Real Property Deeds" and the definition of "Real Property Deed" in Section 1.1 of the ASPA shall be amended to read as follows:
 
" " Real Property Deeds " shall mean, collectively, (a) the notarized deed to be entered into at Closing by and among CECA, the Purchaser and the SAFER Rhône Alpes with respect to the sale of certain portions of the Business Owned Real Property located in Saint-Bauzile, (b) the notarized deed to be entered into by and among CECA, the Purchaser and the SAFER Auvergne with respect to the sale of certain portions of the Business Owned Real Property located in Riom-ès-Montagnes and (c) the notarized deed to be entered into at Closing between CECA and the Purchaser with respect to the remainder of the Business Real Property, located in Parentis in each case reflecting the terms set forth in Annex P ; "

2.4.
Fortage Agreement
 
(A)              Section 2.7(b)(i) of the ASPA shall be amended to read as follows:

" (i) the Purchaser and the relevant Seller shall enter into the Local Business Sale Agreement, the Real Property Deeds and the Fortage Agreement and shall perform, as the case may be, their respective obligations to be performed at the Closing thereunder; "
 
(B)              Section 2.7(b)(viii) of the ASPA shall be deleted.

(C)              Section 6.13(c)(i) of the ASPA shall be amended to read as follows:

" (i)              The Parties acknowledge that an undertaking to sell and purchase the portion of the Business Owned Real Property described in Annex 6.13(c)(i) (the " Laffont Business Owned Real Property ") has been entered into between CECA and Ms Laffont pursuant to a notarized purchase deed dated May 17, 2004 (the " Undertaking Agreement ").  As a result thereof, the Laffont Business Owned Real Property shall be deemed excluded from the Business Owned Real Property and CECA and the Purchaser shall enter into a notarized contrat de fortage (in three originals) on the Closing Date substantially in the form attached as Annex 6.13(c)(ii) with respect to the Laffont Business Owned Real Property (the " Fortage Agreement "). "
 
2.5.
Intellectual Property Rights .
 
The Parties hereby acknowledge and agree that with respect to patent AM2006 “ BGP pour Merox ”, the pending patent applications before the European patent office and the relevant patent offices in Sri Lanka and in the USA shall be excluded from the Transferred Assets and shall therefore not be transferred, it being expressly acknowledged and agreed that Sellers shall (i) timely take all necessary and appropriate actions to abandon such pending patent applications to permit the relevant patent offices to recognize the abandonment and remove the application from the relevant publication process; (ii) promptly inform the Purchaser when such abandonment and removal will be completed and (iii) promptly transfer to the Purchaser all rights on improvements and all other proprietary rights, if any, related to the invention covered by such patent for all countries. Schedule 4.11(a) to the Disclosure Letter shall be deemed to be amended accordingly.
2.6.
Sellers’ Guarantees
 
Section 2.7(b)(vi) of the ASPA shall be deleted and:
 
(A)              a new Section 10.16 shall be created which shall read as follows:

" 10.16 Unreleased Sellers Guarantees and Cash Deposits . 
 
(a)              To the extent and for so long as any third party consent and/or release referenced in Section 6.7 has not been obtained in respect of any Sellers Guarantee (the " Unreleased Sellers Guarantees "), from and after the Closing Date, the Purchaser shall indemnify and hold CECA or its Affiliates harmless from and against all Damages incurred, by any of them as a result of any such Unreleased Sellers Guarantees; provided , however , that the Purchaser shall fully cooperate with CECA (including by promptly providing CECA with any relevant information or document exchanged with the third party beneficiaries of the relevant Unreleased Sellers Guarantees) and shall continue to use its commercially reasonable efforts (including, with respect to (i) Unreleased Sellers Guarantees to the benefit of the Préfet of the Ardèche Départment and the Préfet of the Cantal Départment, by issuing or causing the issuance of substitute guarantees as soon as practicable from the Closing Date;(ii) Unreleased Sellers Guarantee to the benefit of the Office National des Forêts, by delivering to the Office National des Forêts duly executed originals of the new contract together with the substituted guarantee no later than three (3) Business Days after receipt by the Purchaser of the executed version of the joint and several guarantee (“acte de cautionnement solidaire”) from ING France), in each case to obtain the complete release and discharge of the Sellers or their Affiliates from such Unreleased Sellers Guarantees, no later than December 31, 2016.
 
(b)              From and after the Closing Date, the Purchaser shall use its best efforts (including proposing substitute cash deposits or arrangements) to procure that as soon as possible and in no event later than ten (10) calendar days from the Closing Date, the cash deposits paid by CECA or its Affiliates in favor or support of the Business as such deposits are set forth in Annex 10.16 are immediately released and returned to CECA or its relevant Affiliate and that CECA or its relevant Affiliate is fully, irrevocably and unconditionally released from all obligations thereunder.  As long as such deposit(s) is/are not returned in full to CECA or its relevant Affiliate, the Purchaser undertakes to (i) fully cooperate with CECA in view of having such deposits returned in full and (ii) indemnify and hold harmless CECA or its Affiliates from and against all amounts paid, and liabilities incurred, by any of them in connection with such deposits (including by repaying any amount of such deposits withdrawn or retained by the relevant third party beneficiary). "
 
(B)              a new Annex 10.16 as set forth in Exhibit 2 shall be created and appended to the ASPA.

 
2.7.
Cut-Off Arrangement
 
Section 10.11 of the ASPA shall be amended to read as follows:
 
" 10.11 Cut-Off Arrangement .
 
(a)              Without prejudice to Taxes which shall be dealt with in accordance with Section 2.3 and Article XI , any amounts (other than rebates, discounts or similar price accommodations) paid or received either by CECA prior to the Closing or by the Purchaser after the Closing in relation to goods and services provided to or by the Business in relation to a period commencing prior to the Closing Reference Date and ending after the Closing Reference Date shall be apportioned among CECA and the Purchaser, respectively, on the basis of documentary evidence in accordance with (x)   the Accounting Principles that would be applied by CECA to reflect such amounts on its financial statements as at the Closing Reference Date if such date were the end of a financial period or (y) if the Accounting Principles cannot apply, on a pro rata temporis basis.
 
(b)                Notwithstanding anything to the contrary set forth herein, the Parties agree that any shipment made or received and any service rendered or received by CECA in respect of the Business after the Closing Reference Date shall be for the account of the Purchaser and shall be deemed made or received by the Purchaser as if the transfer of the Business to the Purchaser had taken place as at the Closing Reference Date.
 
CECA and the Purchaser shall agree on the amounts resulting from the implementation of paragraphs (a) and (b) above and shall settle the resulting payments within four (4) months of the Closing Date.
 
(c)              Notwithstanding anything to the contrary set forth herein, the Parties agree that the Purchaser shall be responsible for paying the wages and related contributions with respect to the CECA Transferred Employees and the Anticipated Voluntary Transferred Employees accrued as from the Closing Reference Date as if the transfer of such employees to the Purchaser had taken place as of the Closing Reference Date. "
 
2.8.
Advance Payment
 
The Parties acknowledge that CC Suzhou shall initiate the transfer of the amount corresponding to the portion of the Closing Business Purchase Price relating to the Business Inventory held by Arkema Shanghai as set forth in the Closing Statement on November 1, 2016 to the bank account opened in the name of Arkema Shanghai the detail of which is set forth in the Closing Statement.  The Sellers acknowledge and agree that, in the event that the Closing does not take place on November 2, 2016 for any reason whatsoever, Arkema Shanghai shall repay upon demand of CC Suzhou the amount thus received to CC Suzhou.
 

ARTICLE III
UPDATE TO SCHEDULES ANNEXES
 
3.1.
Anticipated Transferred Employees
 
The Parties hereby decide to amend Schedule 4.18(a) to the Disclosure Letter so as to reflect the departures, hiring or replacements that occurred between July 11, 2016 and the date of this Amendatory Agreement. Schedule 4.18(a) to the Disclosure Letter is therefore amended accordingly, as set forth in Exhibit 3-a .
 
3.2.
Guarantees Released on Closing
 
The Parties hereby decide to amend Annex 6.7 so as to reflect the guarantees, comfort letters and other undertakings given or provided by the Sellers or their Affiliates after the date of the ASPA to third parties in respect of obligations of CECA (in respect of the Business) or the Company. Annex 6.7 is therefore amended accordingly, as set forth in Exhibit 3-b .
 
3.3.
Business Employee Loans
 
In accordance with Section 6.8(d) of the ASPA, the Purchaser acknowledges having received from the Sellers’ Agent the outstanding amount under Business Employee Loans and the names of the concerned Transferred Employees as of the Closing Date, which information is set forth in Exhibit 3-c .
 
3.4.
Disclosure Supplement
 
Pursuant to Section 6.11 of the ASPA, the Sellers decide to supplement and amend the Schedules to the Disclosure Letter as follows:
 
(A)              Schedule 4.15 to the Disclosure letter shall be deemed to be amended according to the information set forth in Exhibit 3-d ;

(B)              Schedule 4.18(c) to the Disclosure Letter is amended as set forth in Exhibit 3-e ;

(C)              Schedule 4.18(d) to the Disclosure Letter shall be deemed to be amended according to the information set forth in Exhibit 3-f ;

(D)              Schedule 4.18(f) to the Disclosure Letter shall be deemed to be amended according to the information set forth in Exhibit 3-g ; and

(E)              Schedule 4.18(g) to the Disclosure Letter shall be deemed to be amended according to the information set forth in Exhibit 3-h .


ARTICLE IV
MISCELLANEOUS
 
4.1.                No Other Amendments .  Except for the amendments referred to above and for any amendments required to conform the ASPA and the Disclosure Letter to the above amendments, the text of the ASPA and the Disclosure Letter shall remain unchanged and in full force and effect.
 
4.2.                The provisions of Sections 12.4, 12.6 and 12.8 through 12.11 of the ASPA are hereby incorporated by reference in this Article II with the same effect as if such provisions were set forth herein; provided , however , that for purposes of such incorporation, the term this "Agreement" shall be deemed to mean this Amendatory Agreement.
 
Executed in Paris on November 2, 2016.

In eight (8) originals.


CECA S.A.
 
 
 
 
By:          /s/ Mr Jérôme Schmidgen
Name: Mr Jérôme Schmidgen
Title: Proxy holder
 
 
ARKEMA S.R.L.
 
 
 
 
By:      /s/ Mr Jérôme Schmidgen
Name: Mr Jérôme Schmidgen
Title:   Proxy holder
 
 
ARKEMA SHANGHAI DISTRIBUTION CO LTD
 
 
 
 
By:          /s/ Mr Jérôme Schmidgen
Name: Mr Jérôme Schmidgen
Title: Proxy holder
 
 
ARKEMA FRANCE
 
 
 
 
 
By:          /s/ Mr Jérôme Schmidgen
Name: Mr Jérôme Schmidgen
Title: Proxy holder
 
 
CHEMVIRON FRANCE SAS
 
 
 
 
By:          /s/ Mr Reinier Keijzer
Name: Mr Reinier Keijzer
Title: President
 
 
CALGON CARBON CORPORATION
 
 
 
 
By:          /s/ Mr Reinier Keijzer
Name: Mr Reinier Keijzer
Title: Authorized officer in his capacity as Vice-President Europe
 
 
CALGON CARBON (SUZHOU) CO., LTD.
 
 
 
 
By:          /s/ Mr Reinier Keijzer
Name: Mr Reinier Keijzer
Title: Proxy holder
 
 
CHEMVIRON SPRL
 
 
 
 
By:          /s/ Mr Reinier Keijzer
Name: Mr Reinier Keijzer
Title: Sole Manager
 
 



Exhibit 99.1
 
Calgon Carbon Completes Acquisition of the European Activated Carbon and Filter Aid Business from CECA, a Subsidiary of Arkema Group
 
Transaction Creates More Balanced and Diverse Global Platform
 
 
PITTSBURGH--(BUSINESS WIRE)--November 2, 2016--Calgon Carbon Corporation (NYSE: CCC) (Calgon Carbon, or the Company) announced that it completed its acquisition of the wood-based activated carbon, reactivation and mineral-based filtration media business (the Activated Carbon and Filter Aid Business, or the Business) from CECA.
 
At closing, Calgon Carbon paid €140.7 million ($153.0 million) in cash and assumed €6.5 million ($7.1 million) of unfunded pension liabilities. The cash portion of the purchase price was funded through borrowings under the Company’s recently upsized $300 million revolving credit facility.
 
The combined company is expected to be an industry leader in the activated carbon and filtration media market, with enhanced diversification, a strong presence in Europe, and an expanded reach into emerging countries. The Business will be integrated into Calgon Carbon’s European operations and conduct business under the name Chemviron.
 
As previously communicated, the transaction is expected to be accretive to Calgon Carbon’s fully diluted earnings per share in 2017, excluding purchase accounting adjustments, by $0.08 to $0.11. The Company continues to expect to improve the Business’ EBITDA by 40% or more by 2019 through a combination of synergies, de-bottlenecking of the wood-based activated carbon manufacturing facility, and other operational improvement initiatives.
 
“I am extremely pleased to announce the completion of the acquisition of the Activated Carbon and Filter Aid Business – a transaction that is a natural and strategic fit for Calgon Carbon,” said Randy Dearth, Calgon Carbon’s Chairman, President, and Chief Executive Officer. “With its complementary wood-based activated carbon and reactivation services, and its adjacent diatomaceous earth and perlite filtration media capabilities, this addition creates a more balanced and diverse global platform from which we expect to deliver incremental value to our customers and shareholders.
 
“We welcome the talented European workforce of the Business to the Calgon Carbon team, and look forward to leveraging the combination of our deep operational knowledge and technical skills. Working together, our near-term value creation path for the Business continues to include completing the wood-based activated carbon manufacturing de-bottlenecking project that we believe will significantly enhance EBITDA margins,” concluded Mr. Dearth.
 
Houlihan Lokey acted as Calgon Carbon’s financial adviser and Jones Day acted as Calgon Carbon’s legal counsel for the transaction.
 
Pure Water.   Clean Air.   Better World.
 
Calgon Carbon Corporation (NYSE:CCC) is a global leader in innovative solutions, high quality products and reliable services designed to protect human health and the environment from harmful contaminants in water and air. As a leading manufacturer of activated carbon, with broad capabilities in ultraviolet light disinfection, the Company provides purification solutions for drinking water, wastewater, pollution abatement, and a variety of industrial and commercial manufacturing processes.
 
Calgon Carbon is the world’s largest producer of granular activated carbon and supplies more than 100 types of activated carbon products - in granular, powdered, pelletized and cloth form – for more than 700 distinct applications.
 
With the recent acquisition of complementary wood-based activated carbon and filtration media capabilities located in Europe, Calgon Carbon becomes an even more global and diverse industry leader in activated carbon, reactivation, and filtration media in the form of diatomaceous earth and perlites.
 
Headquartered in Pittsburgh, Pennsylvania, the Company employs approximately 1,400 people at 21 manufacturing, reactivation, and equipment fabrication facilities in the U.S., Asia, and in Europe, where Calgon Carbon is known as Chemviron.
 
For more information about Calgon Carbon’s leading activated carbon, filtration media, and ultraviolet technology solutions, visit www.calgoncarbon.com.
 
 
This news release contains historical information and forward-looking statements. Forward-looking statements typically contain words such as “expect,” “believe,” “estimate,” “anticipate,” or similar words indicating that future outcomes are uncertain. Statements looking forward in time, including statements regarding the acquisition of the Activated Carbon and Filter Aid Business, future growth and profitability, price increases, cost savings, broader product lines, enhanced competitive posture and acquisitions, are included herein and in the Company’s most recent Annual Report on Form 10-K pursuant to the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. They involve known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to be materially different from any future performance suggested herein, including, without limitation, the Company’s ability to successfully integrate the Activated Carbon and Filter Aid Business and achieve the expected results of the acquisition, including any expected synergies and the expected accretion to earnings. Further, the Company operates in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond the Company’s control. Some of the factors that could affect future performance of the Company are higher energy and raw material costs, costs of imports and related tariffs, labor relations, availability of capital and environmental requirements as they relate both to our operations and to our customers, changes in foreign currency exchange rates, borrowing restrictions, validity of patents and other intellectual property, and pension costs. In the context of the forward-looking information provided in this news release, please refer to the discussions of risk factors and other information detailed in, as well as the other information contained in the Company’s most recent Annual Report on Form 10-K.   Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not intend to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by the Federal securities laws of the United States.
 
 
CONTACT:
Calgon Carbon Corporation
Investors:
Dan Crookshank
Director – Investor Relations & Treasurer
412-787-6795
dcrookshank@calgoncarbon.com
or
Media:
Amanda Mushrush
Senior Manager – Global Communications
412-787-6667
amushrush@calgoncarbon.com