Ciba-Geigy Makes Definitive Merger Deal With Hexcel

The Swiss chemical and pharmaceutical group Ciba-Geigy Ltd. said Monday that it has reached a definitive agreement to combine its composites division in Anaheim with Hexcel Corp.

Hexcel, a Pleasanton manufacturer of honeycomb and other reinforced fabrics for the aircraft and automotive industries, will pay $25 million cash, exchange 49.9% of its stock and pay off at least $45 million of Ciba-Geigy debt under terms of the agreement.

The companies had announced a tentative agreement in July, but did not disclose details.

Ciba composite, which manufactures lightweight, high-strength materials for the aircraft industry, had $293 million in sales last year, compared to $313 million for Hexcel.

John J. Lee, chief executive of Hexcel, will become chairman and chief executive of the combined operation, which will retain the Hexcel name. Ciba composite’s president, Juergen Habermeier, will become Hexcel’s president and chief operating officer, Hexcel officials said.

The deal is expected to close in the fourth quarter.