MIDLAND, Mich. and CLAYTON, Mo., June 16, 2015 /PRNewswire/
-- 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.
2015-12
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SOURCE Olin Corporation