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Olin-Dow merger passes key antitrust hurdle

From Illinois Business Journal news services

Dow Chemical Co. and Olin Corp. announced today the achievement of a regulatory milestone in the proposed transaction involving a significant portion of Dow’s chlorine value chain and Olin Corp., with the expiration of the required 30-day waiting period under the Hart-Scott-Rodino 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.

Dow and Olin entered into a definitive agreement, announced March 27, 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.

Dow offers specialty chemical, advanced materials, agrosciences and plastics products and solutions to customers in approximately 180 countries. 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. 

Olin Corp. 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 and in Oxford, Miss., produces and distributes sporting ammunition, law enforcement ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.

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