CLAYTON, Mo., Aug. 17, 2015 /PRNewswire/ -- Olin
Corporation ("Olin") (NYSE: OLN) today announced that it has filed
a definitive proxy statement with the U.S. Securities and Exchange
Commission regarding the pending merger of Olin's business with the
U.S. Gulf Coast Chlor-Alkali and Vinyl, Global Chlorinated Organics
and Global Epoxy businesses of The Dow Chemical Company ("TDCC")
(NYSE: DOW) and has set the date for a special meeting of
shareholders to approve the issuance of shares of Olin common stock
and an amendment to Olin's Amended and Restated Articles of
Incorporation to increase the number of authorized shares of Olin
common stock in connection with the transaction.
Olin's special meeting of shareholders will be held on
Tuesday, September 15, 2015, at
8:30 A.M. Eastern Time. The meeting
will be held at the offices of Cravath, Swaine & Moore LLP at
825 Eighth Avenue, New York, New
York 10019.
All shareholders of record of Olin's common stock as of the
close of business on August 5, 2015
will be entitled to vote their shares either in person or by
proxy.
About Olin
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 merger 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 June
30, 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
August 12, 2015 and the definitive
proxy statement on Schedule 14A filed with the SEC by Olin on
August 17, 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 merger of Olin Corporation
("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 and Form S-1 containing a
prospectus and Olin has filed 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 registration statements before they become
effective. Olin has also filed a definitive proxy statement
on Schedule 14A, which has been sent to Olin shareholders in
connection with the special meeting of shareholders in connection
with the proposed transaction. INVESTORS AND SECURITYHOLDERS
ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND THE
REGISTRATION STATEMENTS/PROSPECTUSES AND ANY FURTHER AMENDMENTS
THERETO 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 definitive proxy statement and the registration
statements/prospectuses 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 to the registration
statements/prospectuses, 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 definitive proxy statement filed with the
SEC on August 17, 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, is contained in the
registration statements, prospectuses and proxy statement and other
relevant materials filed with the SEC in connection with the
proposed transaction.
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.
2015-18
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/olin-corporation-announces-filing-of-definitive-proxy-statement-300128711.html
SOURCE Olin Corporation