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* Zachert to become Lanxess CEO no later than May 15
* Lanxess: CEO Heitmann quits "by mutual agreement" with board
* Merck says no decision yet on Zachert's successor as CFO (Recasts, adds chairman quote, background on Zachert, Heitmann)
FRANKFURT, Jan 26 (Reuters) - Matthias Zachert, the finance chief of Germany's Merck KGaA, is returning to synthetic rubber maker Lanxess, his previous employer, to take the top job, the two companies said late on Sunday.
"Lanxess is facing significant challenges, for example, in terms of market capacities and business portfolio. Therefore, the supervisory board believes it is the right time to hand over responsibility to a new leadership in order to overcome these challenges," supervisory board Chairman Rolf Stomberg said in a statement.
Lanxess's current chief executive, Axel Heitmann, will quit on Feb. 28 "by mutual agreement," with Zachert taking over no later than May 15, the statement said.
Lanxess, the world's largest maker of synthetic rubber for tyres, door sealants and windscreen wipers, is in the midst of an overhaul including job cuts and potential asset sales. It is also looking into takeovers in the medium term to ease its dependence on the automobile sector.
Outgoing CEO Heitmann, in charge since 2004, had been credited for transforming a grab-bag of underperforming units spun off from Bayer into a specialty chemicals company with a focus on rubber that has gained membership in Germany's DAX blue-chip index.
But weak automotive demand and harsh competition have recently forced the company to reconsider its market position.
Zachert, the son of a former president of Germany's federal criminal police, worked under Heitmann as chief financial officer until 2011, when he took the same job at Merck.
In a sign of his popularity with investors and analysts, Lanxess shares dropped the day his move became known at the time, while Merck's shares gained.
He was then seen as a potential successor to Merck KGaA's CEO, Karl-Ludwig Kley.
At diversified drugs and chemicals group Merck, which is the world's largest maker of liquid crystals for flat-panel displays, Zachert played a key role in a restructuring and cost-cutting programme that led to a 30 percent share price gain last year.
Merck said its board would decide about a successor for Zachert "in due course."
Reporting by Ludwig Burger and Harro ten Wolde; Editing by Robin Pomeroy