CLAYTON, Mo., July 6, 2015 /PRNewswire/ -- Olin Corporation
(NYSE: OLN) announced today that it has received all the foreign
regulatory approvals required to close its pending merger of The
Dow Chemical Company's chlorine value chain with Olin. The
transaction is still subject to Olin shareholder approval and other
customary closing conditions.
The transaction is expected to close by the end of the
year.
About Olin
Headquartered in Clayton, Mo., 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. Today, Olin has
approximately 3,900 employees. 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
June 22, 2015 and the preliminary
proxy statement on Schedule 14A filed with the SEC by Olin on
June 22, 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.
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.
2015-13
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SOURCE Olin Corporation