1261302--3/31/2006--ROCKWOOD_SPECIALTIES_GROUP

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Substantial Leverage Our available cash and access to additional capital may be limited by our substantial leverage. Additional Borrowings Available Despite our substantial leverage, we and our subsidiaries will be able to incur more indebtedness. This could further exacerbate the risks described above, including our ability to service our indebtedness. Restrictive Covenants in Our Debt Instruments Our debt instruments contain a number of restrictive covenants which may limit our ability to finance future operations or capital needs or engage in other business activities that may be in our interest. Risks Associated with Acquisitions We may not be able to successfully integrate acquisitions we may make in the future. Limited Relevance of Financial Information Our historical and pro forma financial information may not be representative of our results as a combined company. Net Loss We have a history of losses and may experience losses in the future and we cannot be certain that our net operating loss carryforwards will continue to be available to offset our tax liability. Currency Fluctuations Because a significant portion of our operations is conducted in foreign currencies, fluctuations in currency exchange rates may adversely impact our financial condition and results of operations and may affect the comparability of our results between financial periods. Regulation of Our Raw Materials, Products and Facilities Our business could be adversely affected by regulation to which our raw materials, products and facilities are subject. Manufacturing Hazards Hazards associated with chemical manufacturing could adversely affect our results of operations. Raw Materials Fluctuations in costs of our raw materials or, our access to supplies of our raw materials could adversely affect our results of operations. Energy Costs Fluctuations in energy costs could have an adverse effect on our results of operations. Environmental, Health and Safety Regulation Compliance with extensive environmental, health and safety laws could require material expenditures or changes in our operations. Environmental Indemnities We may be subject to environmental indemnity claims relating to properties we have divested. Product Liability Due to the nature of our business and products, we may be liable for damages arising out of product liability claims. Product Liability Due to the nature of our business and products, we may be liable for damages arising out of certain indemnity claims. Cyclicality Downturns in cyclical industries and general economic conditions could adversely affect our profitability. Pharmaceutical Industry We may not be able to renew our contracts with Groupe Novasep s pharmaceutical customers due to their manufacturing strategy, which may adversely affect our results of operations. FDA Regulation Some of our manufacturing processes and facilities, pharmaceutical customers and medical device customers are subject to regulation by the FDA or similar foreign agencies. These requirements could adversely affect our results of operations. Competition Our industry is highly competitive. The end-use markets in which we compete are also highly competitive. This competition may adversely affect our results of operations. Product Innovation If we are not able to continue our technological innovation and successful commercial introduction of new products, our profitability could be adversely affected. Dependence on Intellectual Property If our intellectual property were copied by competitors, or if they were to develop similar intellectual property independently, our results of operations could be negatively affected. Risk of Intellectual Property Litigation Our products or processes may infringe the intellectual property rights of others, which may cause us to pay unexpected litigation costs or damages or prevent us from selling our products. International Operations As a global business, we are exposed to local business risks in different countries which could have a material adverse effect on our financial condition or results of operations and reputation. Retention of Key Personnel If we lose certain key personnel or are unable to hire additional qualified personnel, we may not be able to execute our business strategy. Relations with Employees We are subject to stringent labor and employment laws in certain jurisdictions in which we operate, and our relationship with our employees could deteriorate, which could adversely impact our operations. Tax Liabilities If mg technologies ag or Degussa UK Holdings, Ltd. fail to satisfy their contractual obligations, we may be subject to increased tax exposure resulting from pre-acquisition periods. Anticipated Capital Expenditures Our required capital expenditures may exceed our estimates. Control A conflict may arise between our interests and those of KKR. Effectiveness of Internal Controls - If we are unable to implement the requirements of Section 404 in a timely manner or if we conclude our internal controls are not effective in other areas, we may be subject to sanctions or investigation by regulatory authorities and incur additional compliance costs and the financial markets may react negatively.

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1261302--3/31/2006--ROCKWOOD_SPECIALTIES_GROUP_INC