DOW Dow Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

(Amendment No. 3)

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

THE DOW CHEMICAL COMPANY

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock

(Title of Class of Securities)

260543103

(CUSIP Number of Class of Securities)

Charles J. Kalil

General Counsel and Executive Vice President

The Dow Chemical Company

2030 Dow Center

Midland, Michigan, 48674

(989) 636-1000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  x

Introductory Statement

This Amendment No. 3 amends and supplements the Issuer Tender Offer Statement on Schedule TO filed by The Dow Chemical Company (“TDCC”) with the Securities and Exchange Commission on September 2, 2015 (the “Schedule TO”).

This Schedule TO relates to the offer by TDCC to exchange all shares of common stock of Blue Cube Spinco Inc. (“Splitco common stock”), par value $0.001 per share, for shares of common stock of TDCC, par value $2.50 per share (“TDCC common stock”), that are validly tendered and not properly withdrawn prior to the expiration of the Exchange Offer (as defined below). Immediately following consummation of the Exchange Offer, which expired at 8:00 a.m. on October 5, 2015, Blue Cube Acquisition Corp., a Delaware corporation (“Merger Sub”), which is a wholly-owned subsidiary of Olin Corporation (“Olin”), merged (the “Merger”) with and into Blue Cube Spinco Inc. (“Splitco”), whereby the separate corporate existence of Merger Sub ceased and Splitco will continue as the surviving company and a wholly-owned subsidiary of Olin and each share of Splitco common stock converted into the right to receive 0.87482759 shares of common stock, par value $1 per share, of Olin (“Olin common stock”), upon the terms and subject to the conditions set forth in the Prospectus, dated September 2, 2015 (the “Prospectus”), the Letter of Transmittal and the Exchange and Transmittal Information Booklet, copies of which are attached hereto as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Exchange Offer”). In connection with the Exchange Offer, Splitco has filed under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4 and Form S-1 (Registration No. 333-204006) (the “Registration Statement”) to register the shares of Splitco common stock offered in exchange for shares of TDCC common stock tendered in the Exchange Offer and to be distributed in any pro rata dividend to the extent that the Exchange Offer is not fully subscribed. Olin has filed under the Securities Act a registration statement on Form S-4 (Registration No. 333-203990) to register the shares of Olin common stock into which shares of Splitco common stock will be converted in the Merger.

This Amendment No. 3 shall be read together with the Schedule TO. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO.

Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Exchange Offer, is hereby amended and supplemented by adding the following thereto:

Pursuant to the exchange offer, which expired on October 5, 2015 at 8:00a.m., New York City time, and based on the final count by the exchange agent, Dow accepted 34,108,738 shares of Dow common stock for exchange in the Exchange Offer. 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 a 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 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.

Item 12 of the Schedule TO is amended and supplemented by adding the following exhibits thereto:

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Dow (NYSE:DOW)
Historical Stock Chart
From Mar 2024 to Apr 2024

Dow (NYSE:DOW)
Historical Stock Chart
From Apr 2023 to Apr 2024