KUMAR SHAH

M&A/CORPORATE DEVELOPMENT/INVESTOR RELATIONS

Directed M&A, strategic planning , investor relations for three major NYSE/private equity specialty chemical firms

Extensive relationships with senior chemical industry executives, bankers, institutional investors, equity analysts

Seasoned financial executive with keen insight in chemical industry investments, public and private

BEAR STEARNS MERCHANT BANKING PARTNERS, NEW YORK, NEW YORK 2004 to Present

2004 to    Senior Advisor—Chemicals

Present     Associated with this $1.5 billion private equity fund to direct acquisitions in chemicals businesses in the $200-1,000 million range. Actively engaged on a number of promising projects, proprietary and auctions. Would serve on the Boards of portfolio companies.

NOVEON INTERNATIONAL, INC., CLEVELAND, OHIO 44141……2001 to 2004

2001 to    Senior Vice President—Corporate & Business Development

2004        Executive Officer reporting to CEO. Responsible for charting strategy and direction and M&A for $1.2 billion sales chemicals division of BF Goodrich upon its acquisition by private equity arms of CSFB, Deutsche Bank and AEA.

n        Successfully concluded the sale of Noveon to Lubrizol in 2004 for $1.9 billion and helped increase shareholder equity over three years from $355 million to $965 million, a gain of $610 million

n        Accomplished 12 strategic bolt-on acquisitions and two divestitures, increasing enterprise value by 10% and equity value by 20%.

INTERNATIONAL SPECIALTY PRODUCTS, WAYNE, NEW JERSEY 07424..........1999 to 2000

1999 to    Senior Vice President—Corporate Development

2000        Executive Officer reporting jointly to the CEO and Chairman. Direct all M&A activities at $1.0 billion specialty chemicals firm. Major accomplishments include:

n       Direct all phases of potential acquisition of Dexter Corp., a $1 billion NYSE company, leading to a proxy contest, tender offer at $45/share, negotiation of up to $2 billion of bank financing from Chase, and possible divestiture of Life Technologies, the most valuable Dexter asset. Tender offer abandoned with Dexter obtaining a $62.50/share offer from Invitrogen.

n       Acquired Monsanto’s Alginates Food Ingredients business with $75 million sales for a 4x multiple of EBITDA. Directed acquisition analyses, managed due diligence process, negotiated transaction. Won Chairman’s Award.

CYTEC INDUSTRIES INC., WEST PATERSON, NEW JERSEY 07424..........1994 to 1999

1994 to    Vice President—Corporate Development and Planning, Investor Relations

1999        Executive Officer reporting to Darryl Fry, CEO, and a key member of the five-man Cytec Leadership Team. During the five years since spin-off from American Cyanamid Co., directed planning and M&A activities as sales increased from $1.0 billion to $1.5 billion, EPS increased from $0.31 to $2.68, and market capitalization increased by $2.0 billion. A Harvard Business School case study resulted from this.

n       Directed a major shift in Cytec’s business portfolio through divestitures of businesses with $400 million of sales, and acquisitions of businesses with over $400 million sales. This resulted in repositioning of Cytec as a growth company with a balance of aerospace materials and specialty chemicals.

n       Managed activities relating to major corporate transformation projects ranging from merger-of-equal discussions with similarly sized companies to a potential $3 billion hostile takeover. Fostered and maintained close working relationships with investment banks.

n       Created the investor relations function and transformed Cytec from an orphan stock with no Wall Street following to one followed by equity analysts from most leading investment banks and by most major institutional investors. Led successful secondary equity offering in 1995 of $500 million.

AMERICAN CYANAMID COMPANY, WAYNE, NEW JERSEY..........1979 to 1994

Seven promotions in 12 years in the Chemicals Group of  this $5 billion sales life-sciences company.

1991 to    Director—Planning and Business Development, Chemicals Group

1994        Directed planning and development activities for $1.4 billion chemicals business. Member of Management Committee, reporting to Exec. VP who became Cytec’s first CEO.

n       During 1992-93, developed plan for spin-off of Cytec as a public company as a member of a four-man team.

n       Directed unsuccessful effort for management buyout of Chemicals Group

n       Negotiated spin-off terms with American Cyanamid, the design of the financial structure and balance sheet.

1989 to    Director—Planning and Business Development, Industrial & Performance Products Division

1990        Directed planning activities of growth businesses: Aerospace Adhesives-Composites, Electronic Chemicals, Bioseparations. Included acquisition analyses, joint ventures, technical alliances, licensing. Served on board of biotechnology company and arranged for its acquisition by another

1986 to    General Manager—Metal Coated Fibers Department, Polymer Products Division

1989        Full P&L responsibility for high technology venture. Directed strategy, sales and marketing, production, R&D.

n        Doubled sales over 18 months, expanded production capacity by 300%. Formed marketing alliance with GE Plastics, developed and executed plan for entry in Europe, Far East

n       Generated new programs with TRW for a classified application and International Paper for architectural shielding

1982 to    Director—Planning and Business Development, Chemical Products Division

1986        Acquisitions and divestitures, strategic planning, commercialization of new technologies and market research for $400 million division. Major projects included:

n       Negotiated the sale of titanium dioxide pigments business to Kemira Oy, Finland for over $100 million

n       Negotiated and executed $100 million joint venture with DSM Chemicals, the Netherlands requiring anti-trust clearance over the initial objections of Justice Dept. and the FTC

1981 to    Group Manager—Planning and Business Development, Organic Chemicals Division

1982        Developed turnaround plan for Textile Chemicals and Plastic Additives businesses

1980 to    Manager—Planning and Business Development, Organic Chemicals Division

1981        Directed a high-technology venture with $5 million R&D budget. Developed market entry program, patent strategy, pricing, product forms and joint programs with European and Japanese partners.

1979 to    Senior Corporate Planner, Corporate Development and Planning Division

1980        Coordinated group and divisional planning activities for Cyanamid’s $1 billion Chemicals Group.

n       Headed team to withdraw from businesses with over $150 million of sales and assisted in sale negotiations.

THE SOUNDCOAT COMPANY, INC., BROOKLYN, NEW YORK........1972 to 1979

1972 to    Participated in acoustical company’s growth from $4 million to $12 million sales. Rose from technician to

1979        Manager, Engineering and Product Development, quadrupled salary and earned a business degree. Invented Soundfoil® vibration damping system for aerospace and computer equipment.

                                                                                                                                        EDUCATION

1976 to    MBA—Finance/International Business                                                                                                                        Leonard N. Stern School of Business

1978        Graduated with Distinction in upper 5% of class.                                                                                                       New York University, New York, NY

1970 to    MS—Polymer Science                                                                                                                                                 Polytechnic Institute of Brooklyn, Brooklyn, NY

1972       

1965 to    BTech—Chemical Engineering                                                                                                                                    Indian Institute of Technology, Bombay, India

1970        Graduated with Honors