- Dow expects the exchange to return
approximately $1.5 billion in value to shareholders through the
split-off, effectively completing $6.5 billion of its $9.5 billion
share repurchase program.
- The split-off transaction is structured
to maximize shareholder value and is highly complementary to the
strategic objectives of both companies.
- The split-off transaction will create
an industry leader in chlor-alkali and derivatives with revenues
approaching $7 billion.
The Dow Chemical Company (NYSE: DOW) (“Dow”) announced today the
preliminary results of its exchange offer for shares of Dow common
stock in connection with the previously announced transaction to
separate its U.S. Gulf Coast Chlor-Alkali and Vinyl, Global
Chlorinated Organics and Global Epoxy businesses.
Dow intends to accept shares tendered in the exchange offer,
subject to proration, and expects the exchange to return
approximately $1.5 billion in value to shareholders through
the split-off upon close of the transaction, which is expected to
occur immediately thereafter later today following the satisfaction
of all closing conditions.
The final exchange ratio for the exchange offer was set at
2.9318 shares of common stock of Blue Cube Spinco Inc. (“Splitco
common stock”) for each share of Dow common stock. Following the
closing of the split-off transaction, each share of Splitco common
stock will convert 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.
Exchange Offer Preliminary Results
Pursuant to the exchange offer, which expired today at 8:00
a.m., New York City time, and based on a preliminary count by the
exchange agent, approximately 166,465,968 shares of Dow common
stock were tendered prior to the expiration of the exchange offer,
including 110,224,737 shares tendered pursuant to guaranteed
delivery procedures. The total number of shares tendered includes
an estimated 340,850 shares of Dow common stock tendered by odd-lot
shareholders not subject to proration. Dow will exchange a total of
34,108,738 shares of Dow common stock in the exchange offer.
Based on the total number of shares of Dow common stock reported
to be tendered and not properly withdrawn prior to the expiration
of the exchange offer, the exchange offer was oversubscribed by
approximately 132,357,230 shares, including 110,224,737 shares
tendered pursuant to guaranteed delivery procedures, resulting in a
preliminary proration factor of approximately 20.33 percent.
Dow will not be able to determine the final proration factor
until the end of the exchange offer’s guaranteed delivery period at
5:00 p.m., New York City time, on October 8, 2015. Dow will
publicly announce the final proration factor, which may be
different from today’s preliminary estimate, once it has been
determined.
Because more than 34,108,738 shares of Dow common stock were
tendered, all shares of Splitco common stock owned by Dow are
expected to be distributed to Dow shareholders who tendered their
shares of Dow common stock in the exchange offer, and no shares of
Splitco common stock are expected to be distributed to Dow
shareholders as a pro rata dividend.
For more information about the proposed transaction, please
visit Dow’s website at www.Dow.com. For more information about
Dow’s split-off exchange offer, please contact the information
agent, Georgeson.
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/20151005005887/en/
For further information contact:The Dow Chemical CompanyEmily
Parenteau, +1.989.636.7904ebparenteau@Dow.comorInformation
Agent:Georgeson1-888-566-8006+1-781-575-3340
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