NewMarket Corporation (NYSE: NEU) today announced its entry into a definitive purchase agreement to acquire Mars TopCo, LLC, the ultimate parent company of Calca Solutions, LLC (Calca). Calca is currently a portfolio company of AE Industrial Partners, LP.

Based in Lake Charles, Louisiana, Calca is the leading U.S. manufacturer of UltraPure and high purity hydrazine – mission critical chemicals used in a wide range of applications. Most notably, these products are utilized for in-space propulsion by satellites, space probes and other space vehicles. Calca has been providing high purity hydrazine to the Department of Defense’s Defense Logistics Agency – Energy for over 70 years. Beyond aerospace, Calca’s hydrazine derivatives play a vital role in the manufacture of products used in agricultural, pharmaceutical, water treatment, and industrial applications. The acquisition of Calca strengthens NewMarket’s position in mission critical chemicals while expanding its presence in resilient market sectors.

NewMarket has been in the manufacturing industry since 1887 and has been in the specialty chemicals business for nearly 100 years. Our company has a long-term commitment to its people, to safety, to providing innovative solutions for our customers, and to making the world a better place. With extensive research, development and testing expertise, we collaborate with our customers to provide the most advanced products, comprehensive testing programs, and superior technical solutions tailored to their individual needs.

Thomas E. Gottwald, NewMarket’s Chairman and CEO, said: “We are excited about the opportunity to acquire Calca and adding it to the NewMarket family. With skilled people and sustainable advantages in vital markets, it is a terrific fit with our acquisition and diversification criteria. Calca is our second recent acquisition in the defense and aerospace industries, and we intend to use our technological capability, financial strength, and ultra long-term investment horizon to be the right long-term partner for our defense, aerospace, and all other customers.”

The transaction is expected to close in 2025. The closing is conditioned upon the satisfaction or waiver of customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. NewMarket expects to finance the acquisition with available cash and borrowings under its revolving credit facility.

NewMarket Corporation is a holding company operating through its subsidiaries, Afton Chemical Corporation (Afton), Ethyl Corporation (Ethyl), and American Pacific Corporation (AMPAC). The Afton and Ethyl companies develop, manufacture, blend, and deliver chemical additives that enhance the performance of petroleum products. AMPAC is a manufacturer of specialty materials primarily used in solid rocket motors for the aerospace and defense industries. The NewMarket family of companies has a long-term commitment to its people, to safety, to providing innovative solutions for its customers, and to making the world a better place.

Some of the information contained in this press release constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarket’s management believes its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from expectations.

Factors that could cause actual results to differ materially from expectations include, but are not limited to, a failure to obtain timely clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or a failure by one or more parties to satisfy any other applicable conditions to closing the acquisition, as well as other factors detailed from time to time in the reports that NewMarket files with the Securities and Exchange Commission, including the risk factors in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, which is available to shareholders upon request.

You should keep in mind that any forward-looking statement made by NewMarket in the foregoing discussion speaks only as of the date on which such forward-looking statement is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. We have no duty to, and do not intend to, update or revise the forward-looking statements in this discussion after the date hereof, except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the events described in any forward-looking statement made in this discussion, or elsewhere, might not occur.

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