- Dow reduces outstanding shares of its
common stock by more than 34 million or nearly 3 percent of
outstanding common shares
- Dow returns $1.5 billion in value to
shareholders through the exchange offer, effectively completing
$6.5 billion of its $9.5 billion share repurchase program.
Second paragraph, first sentence should read: Based on the final
count by the exchange agent, a total of 161,106,659 shares of Dow
common stock were validly tendered in the exchange offer, including
341,686 shares tendered by shareholders who qualified for and
elected odd-lot treatment. (instead of: Based on the final count by
the exchange agent, a total of 160,764,973 shares of Dow common
stock were validly tendered in the exchange offer, including
341,686 shares tendered by shareholders who qualified for and
elected odd-lot treatment.)
The corrected release reads:
DOW ANNOUNCES FINAL PRORATION FACTOR OF 21.00 PERCENT FOR
SHARES TENDERED IN SPLIT-OFF EXCHANGE OFFER
- Dow reduces outstanding shares of its
common stock by more than 34 million or nearly 3 percent of
outstanding common shares
- Dow returns $1.5 billion in value to
shareholders through the exchange offer, effectively completing
$6.5 billion of its $9.5 billion share repurchase program.
The Dow Chemical Company (NYSE: DOW) (“Dow”) announced today the
final proration factor of 21.00 percent for its exchange offer for
shares of Dow common stock in connection with the transaction to
separate its U.S. Gulf Coast Chlor-Alkali and Vinyl, Global
Chlorinated Organics and Global Epoxy businesses and merge those
businesses with Olin Corporation (NYSE:OLN), which successfully
closed on October 5, 2015.
Exchange Offer Final Results
Based on the final count by the exchange agent, a total of
161,106,659 shares of Dow common stock were validly tendered in the
exchange offer, including 341,686 shares tendered by shareholders
who qualified for and elected odd-lot treatment. Shareholders who
elected odd-lot treatment were not subject to proration, and their
shares were fully accepted in the offer. All remaining tendered
shares of Dow common stock were accepted in the exchange on a pro
rata basis using the final proration factor of 21.00 percent.
Shares of Dow common stock that were validly tendered but not
accepted for exchange will be returned to tendering
shareholders.
Dow offered 100,000,000 shares of Splitco common stock for
distribution in exchange for shares of Dow common stock accepted in
the offer. Following the closing of the split-off transaction, each
share of Splitco common stock converted into the right to receive
0.87482759 shares of common stock of Olin Corporation (“Olin common
stock”). As a result, Dow shareholders who tendered their shares of
Dow common stock in the exchange offer will receive approximately
2.5648 shares of Olin common stock (subject to receipt of cash in
lieu of fractional shares) for each share of Dow common stock
accepted for exchange. Dow was able to accept the maximum of
34,108,738 shares of Dow common stock for exchange in the offer, or
nearly three percent of its outstanding common shares.
Dow expects the exchange to return approximately
$1.5 billion in value to shareholders, and effectively
completes $6.5 billion of its $9.5 billion share repurchase
program.
For more information about the transaction, please visit Dow’s
website at www.Dow.com.
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.
Forward-Looking Statements
Note: The forward looking statements contained in this document
involve risks and uncertainties that may affect TDCC’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 TDCC’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 TDCC’s agreement to separate a substantial portion of its
chlor-alkali and downstream derivatives business, distribute the
business to TDCC 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 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 TDCC’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 TDCC’s or Olin’s
consolidated financial condition, results of operations or
liquidity. TDCC 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, Splitco has filed,
and the SEC declared effective September 2, 2015, a registration
statement on Form S-4/S-1 containing a prospectus and Olin has
filed, and the SEC declared effective September 2, 2015, 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 ANY FURTHER AMENDMENTS
WHEN THEY BECOME AVAILABLE AS WELL AS ANY OTHER RELEVANT DOCUMENTS,
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 other documents filed by TDCC,
Splitco and Olin with the SEC at the SEC's web site at
http://www.sec.gov. Free copies of these documents 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 TDCC or Splitco at The Dow Chemical Company, 2030 Dow Center,
Midland, Michigan 48674, Attention: Investor Relations.
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.
®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/20151009005375/en/
For further information contact:The Dow Chemical CompanyEmily
Parenteau, +1.989.636.7904ebparenteau@Dow.com
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