- The expiration of the 30-day
Hart-Scott-Rodino Act antitrust review waiting period satisfies one
of the closing conditions to the pending transaction.
- Represents important regulatory
milestone progressing the proposed transaction of a significant
portion of Dow’s chlorine value chain with Olin in a Reverse Morris
Trust transaction that creates an industry leader with revenues
approaching $7 billion.
- Transaction is highly complementary to
the strategic objectives of both companies, with substantial
synergies and significant potential to enhance value for both sets
of shareholders.
The Dow Chemical Company (NYSE: DOW) and Olin Corporation (NYSE:
OLN) announced today the achievement of a regulatory milestone in
the proposed transaction involving a significant portion of Dow’s
chlorine value chain and Olin Corporation, with the expiration of
the required waiting period under the Hart-Scott-Rodino (HSR)
Antitrust Improvements Act of 1976.
“This important milestone marks progress toward the close of a
seminal transaction maximizing return for both Dow and Olin
shareholders and the advancement of Dow’s targeted market
participation and portfolio transformation strategies,” said Andrew
N. Liveris, Dow’s chairman and chief executive officer.
As previously announced on March 27, 2015, Dow and Olin entered
into a definitive agreement under which Dow will separate its U.S.
Gulf Coast Chlor-Alkali and Vinyl, Global Chlorinated Organics and
Global Epoxy businesses, and then merge these businesses with Olin
in a Reverse Morris Trust transaction. The merger will result in
Dow shareholders receiving at least a majority of the shares of
Olin, with existing Olin shareholders owning the remaining
shares.
“We are one step closer to combining the world-class assets and
people of Dow and Olin taking our business to an entirely new level
in terms of scale, integration, cost-advantaged feedstocks, and a
broad and diverse end-uses portfolio, ultimately creating value for
our customers,” said Joseph D. Rupp, Olin’s chairman and chief
executive officer.
The transaction is expected to close by the end of the year and
is subject to approval by Olin shareholders and completion of
customary closing conditions.
About Dow
Dow (NYSE: DOW) combines the power of science and technology to
passionately innovate what is essential to human progress. The
Company is driving innovations that extract value from the
intersection of chemical, physical and biological sciences to help
address many of the world's most challenging problems such as the
need for clean water, clean energy generation and conservation, and
increasing agricultural productivity. Dow's integrated,
market-driven, industry-leading portfolio of specialty chemical,
advanced materials, agrosciences and plastics businesses delivers a
broad range of technology-based products and solutions to customers
in approximately 180 countries and in high-growth sectors such
as packaging, electronics, water, coatings and agriculture. In
2014, Dow had annual sales of more than $58 billion and
employed approximately 53,000 people worldwide. The Company's
more than 6,000 product families are manufactured at 201 sites
in 35 countries across the globe. References to "Dow" or the
"Company" mean The Dow Chemical Company and its consolidated
subsidiaries unless otherwise expressly noted. More information
about Dow can be found at www.dow.com.
About Olin Corporation
Olin Corporation is a manufacturer concentrated in three
business segments: Chlor Alkali Products, Chemical Distribution and
Winchester. Chlor Alkali Products, with eight U.S. manufacturing
facilities and one Canadian manufacturing facility, produces
chlorine and caustic soda, hydrochloric acid, hydrogen, bleach
products and potassium hydroxide. Chemical Distribution
manufactures bleach products and distributes caustic soda, bleach
products, potassium hydroxide and hydrochloric acid. Winchester,
with its principal manufacturing facilities in East Alton, IL and
Oxford, MS, produces and distributes sporting ammunition, law
enforcement ammunition, reloading components, small caliber
military ammunition and components, and industrial cartridges.
Visit olin.com for more information on Olin.
Forward-Looking Statements
This communication includes forward-looking statements. These
statements relate to analyses and other information that are based
on management’s beliefs, certain assumptions made by management,
forecasts of future results, and current expectations, estimates
and projections about the markets and economy in which Olin
Corporation (“Olin”) and The Dow Chemical Company’s (“TDCC”)
chlorine products business operate. These statements may include
statements regarding the proposed combination of TDCC’s chlorine
products business with Olin in a “Reverse Morris Trust”
transaction, the expected timetable for completing the transaction,
benefits and synergies of the transaction, future opportunities for
the combined company and products and any other statements
regarding Olin’s and TDCC’s chlorine products businesses’ future
operations, anticipated business levels, future earnings, planned
activities, anticipated growth, market opportunities, strategies
and competition.
The statements contained in this communication that are not
statements of historical fact may include forward-looking
statements that involve a number of risks and uncertainties. We
have used the words “anticipate,” “intend,” “may,” “expect,”
“believe,” “plan,” “estimate,” “will,” and variations of such words
and similar expressions in this communication to identify such
forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions, which are difficult to predict and many of which are
beyond our control. Therefore, actual outcomes and results may
differ materially from those matters expressed or implied in such
forward-looking statements. Factors that could cause or contribute
to such differences include, but are not limited to: factors
relating to the satisfaction of the conditions to the proposed
transaction, including regulatory approvals and the required
approvals of Olin’s shareholders; the parties’ ability to meet
expectations regarding the timing, completion and accounting and
tax treatments of the proposed transaction; the possibility that
Olin may be unable to achieve expected synergies and operating
efficiencies in connection with the transaction within the expected
time-frames or at all; the integration of the TDCC’s chlorine
products business being more difficult, time-consuming or costly
than expected; the effect of any changes resulting from the
proposed transaction in customer, supplier and other business
relationships; general market perception of the proposed
transaction; exposure to lawsuits and contingencies associated with
TDCC’s chlorine products business; the ability to attract and
retain key personnel; prevailing market conditions; changes in
economic and financial conditions of Olin and TDCC’s chlorine
products business; uncertainties and matters beyond the control of
management; and the other risks detailed in Olin’s Form 10-K for
the fiscal year ended December 31, 2014 and Olin’s Form 10-Q for
the fiscal quarter ended March 31, 2015. These risks, as well as
other risks associated with Olin, TDCC’s chlorine products business
and the proposed transaction are also more fully discussed in the
prospectus included in the registration statement on Form S-4 filed
with the Securities and Exchange Commission (the “SEC”) by Olin on
May 8, 2015 and the preliminary proxy statement on Schedule 14A
filed with the SEC by Olin on May 8, 2015. The forward-looking
statements should be considered in light of these factors. In
addition, other risks and uncertainties not presently known to Olin
or that Olin considers immaterial could affect the accuracy of our
forward-looking statements. The reader is cautioned not to rely
unduly on these forward-looking statements. Olin and TDCC undertake
no obligation to update publicly any forward-looking statements,
whether as a result of future events, new information or
otherwise.
Additional Information and Where to Find It
In connection with the proposed combination of Olin with the
chlorine products business of The Dow Chemical Company (“TDCC”),
Blue Cube Spinco Inc. (“Spinco”) has filed a registration statement
on Form S-4 containing a prospectus and Olin has filed a
preliminary proxy statement on Schedule 14A and a registration
statement on Form S-4 containing a prospectus with the Securities
and Exchange Commission (the “SEC”). Both Olin and Spinco expect to
file amendments to these filings before they become effective.
INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ THE REGISTRATION
STATEMENTS/PROSPECTUSES AND PRELIMINARY PROXY STATEMENT AND ANY
FURTHER AMENDMENTS WHEN THEY BECOME AVAILABLE AS WELL AS ANY OTHER
RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT OLIN, TDCC, SPINCO AND THE
PROPOSED TRANSACTION. Investors and securityholders may obtain a
free copy of the registration statements/prospectuses and
preliminary proxy statement and any further amendments (when
available) and other documents filed by Olin, TDCC and Spinco with
the SEC at the SEC’s website at http://www.sec.gov. Free copies of
these documents and any further amendments, once available, and
each of the companies’ other filings with the SEC, may also be
obtained from the respective companies by directing a request to
Olin at Olin Corporation, ATTN: Investor Relations, 190 Carondelet
Plaza, Suite 1530, Clayton, Missouri 63105 or TDCC or Spinco at The
Dow Chemical Company, 2030 Dow Center, Midland, Michigan 48674,
ATTN: Investor Relations, as applicable.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or securityholder. However, Olin, TDCC, Spinco and certain
of their respective directors, executive officers and other members
of management and employees, may be deemed to be participants in
the solicitation of proxies from shareholders of Olin in respect of
the proposed transaction under the rules of the SEC. Information
regarding Olin’s directors and executive officers is available in
Olin’s 2014 Annual Report on Form 10-K filed with the SEC on
February 25, 2015, in its definitive proxy statement for its 2015
Annual Meeting of Shareholders filed March 4, 2015, and in its
preliminary proxy statement filed with the SEC on May 8, 2015.
Information regarding TDCC’s directors and executive officers is
available in TDCC’s Annual Report on Form 10-K filed with the SEC
on February 13, 2015, and in its definitive proxy statement for its
annual meeting of shareholders filed March 27, 2015. These
documents can be obtained free of charge from the sources indicated
above. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the registration statements, prospectuses and proxy statement and
other relevant materials to be filed with the SEC when they become
available.
Non-Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
®TM Trademark of The Dow Chemical Company (“Dow”) or an
affiliated company of Dow
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version on businesswire.com: http://www.businesswire.com/news/home/20150616005962/en/
For further information contact:The Dow Chemical
CompanyRachelle Schikorra,
+1.989.638.4090ryschikorra@dow.comorOlin CorporationLarry
Kromidas, +1.314.480.1452lpkromidas@olin.com
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