The Dow Chemical Company (NYSE: DOW) announced today the
completed sale of AgroFresh, its post‐harvest specialty chemical
business, to Boulevard Acquisition Corp., a public investment
vehicle, formed by Avenue Capital Group, for more than $900
million. In addition to cash and stock at closing, Dow expects to
receive significant ongoing cash payments related to service and
other agreements with AgroFresh and a $50 million cash earn out if
AgroFresh achieves certain targets – putting the total value of the
transaction over $1 billion. The transaction has been unanimously
approved by the boards of directors of both companies, was approved
by a vote of Boulevard’s shareholders on July 29, 2015, and
officially closed July 31, 2015.
With this transaction and the upcoming completion of the Dow
Chlorine Products merger with Olin, Dow has significantly exceeded
its prior stated goal of realizing $7 billion to $8.5 billion of
divestments, with the total now approaching more than $12 billion
in pre-tax proceeds.
“We continue to demonstrate best owner mindset with all of our
portfolio moves, with the value being liberated to our shareholders
through focused execution,” said Dow’s Chairman and Chief Executive
Officer, Andrew N. Liveris. “We will continue this mode of
financial discipline with all of our announced and other pending
portfolio activities.”
Following the close of the transaction, AgroFresh has become a
wholly-owned subsidiary of Boulevard and Boulevard has been renamed
AgroFresh Solutions, Inc. (NASDAQ: AGFS, AGFSW). Dow continues to
retain a non‐consolidated minority ownership position in the new
entity. AgroFresh is positioned to grow through its existing
innovative processes and future investments and acquisitions.
Since 2013, Dow has completed transactions for the sale of its
Polypropylene Licensing & Catalysts business, ANGUS Chemical
Company, Sodium Borohydride business, and other portfolio
management actions. Additionally, Dow remains on track with
milestones to finalize the transaction to separate its U.S. Gulf
Coast Chlor-Alkali and Vinyl, Global Chlorinated Organics and
Global Epoxy businesses, and then merge these businesses with Olin
Corporation in a Reverse Morris Trust transaction in 2015. On the
acquisition side, Dow has acquired Univation Technologies, LLC,
Coodetec, and Cal/West Seeds among other investments in high-growth
businesses with strong competitive positions.
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.
Rule 425 Filing Legend
Note: The forward looking statements contained in this document
involve risks and uncertainties that may affect Dow’s operations,
markets, products, services, prices and other factors as discussed
in filings with the Securities and Exchange Commission (“SEC”).
These risks and uncertainties include, but are not limited to,
economic, competitive, legal, governmental and technological
factors. Accordingly, there is no assurance that Dow’s expectations
will be realized. The Company assumes no obligation to provide
revisions to any forward looking statements should circumstances
change, except as otherwise required by securities and other
applicable laws. This document also contains statements about Dow’s
agreement to separate a substantial portion of its chlor-alkali and
downstream derivatives business, distribute the business to Dow
shareholders and then merge it with a subsidiary of Olin
Corporation (the “Transaction”). Many factors could cause actual
results to differ materially from these forward-looking statements
with respect to the Transaction, including risks relating to the
completion of the transaction on anticipated terms and timing,
including obtaining shareholder and regulatory approvals,
anticipated tax treatment, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future
prospects, business and management strategies for the management,
expansion and growth of the new combined company’s operations,
Olin’s ability to integrate the business successfully and to
achieve anticipated synergies, and the risk that disruptions from
the Transaction will harm Dow’s or Olin’s business. While the list
of factors presented here is considered representative, no such
list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward
looking statements. Consequences of material differences in results
as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material
adverse effect on Dow’s or Olin’s consolidated financial condition,
results of operations or liquidity. Dow does not assume any
obligation to provide revisions to any forward looking statements
should circumstances change, except as otherwise required by
securities and other applicable laws.
Important Notices and Additional Information
In connection with the proposed transaction, Blue Cube Spinco
Inc. (“Spinco”) has filed a registration statement on Form S-4/S-1
containing a prospectus and Olin has filed a proxy statement on
Schedule 14A and a registration statement on Form S-4 containing a
prospectus with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ THE REGISTRATION STATEMENTS/PROSPECTUSES AND PROXY
STATEMENT AND ANY FURTHER AMENDMENTS WHEN THEY BECOME AVAILABLE AS
WELL AS ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES AND
THE PROPOSED TRANSACTION. Investors and security holders may obtain
a free copy of the prospectuses and proxy statement (when
available) and other documents filed by Dow, Spinco and Olin with
the SEC at the SEC's web site 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 written
request to Olin at 190 Carondelet Plaza, Clayton, MO 63105.
Attention: Investor Relations or Dow or Spinco at The Dow Chemical
Company, 2030 Dow Center, Midland, Michigan 48674, Attention:
Investor Relations.
This communication is not a solicitation of a proxy from any
investor or security holder. However, Olin, Dow, 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, and in its definitive proxy statement for its
annual meeting of shareholders filed March 4, 2015. Information
regarding Dow’s directors and executive officers is available in
Dow’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, and a supplement to the
proxy statement filed March 31, 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, is contained in the registration
statements, prospectuses and proxy statement and other relevant
materials filed with the SEC.
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. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20150803005642/en/
The Dow Chemical CompanyRachelle Schikorra+1 (989)
638-4090ryschikorra@dow.com
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