Dow and Rohm and Haas Announce Settlement to Close Acquisition
09 Marzo 2009 - 3:06PM
PR Newswire (US)
- Financing includes substantial equity investments by two major
shareholders - MIDLAND, Mich., March 9 /PRNewswire-FirstCall/ --
The Dow Chemical Company (NYSE:DOW) and Rohm and Haas Company
(NYSE:ROH) today announced that the companies have reached an
agreement to close Dow's previously announced acquisition of Rohm
and Haas on April 1, 2009. Today's agreement resolves the
litigation initiated by Rohm and Haas against Dow on January 26,
2009 with a resolution that is beneficial for each party. The
settlement agreement involves a new substantial equity investment
in Dow of $2.5 billion and at Dow's option an additional $500
million of equity, at the closing of the merger by the two largest
shareholders of Rohm and Haas, one of which is the Haas Family
Trusts. The other shareholders will receive the original cash
consideration at the closing. "The restructuring of the terms of
the transaction allows Dow to maintain financial flexibility as we
proceed to implement our strategy in a way that realizes the
original promise of this acquisition," said Andrew N. Liveris, Dow
Chairman and CEO. "By reaching agreement on the terms for this
transaction, we have delivered excellent value to Rohm and Haas
shareholders," said Rohm and Haas Chairman and CEO, Raj L. Gupta.
At the request of both parties, The Delaware Chancery Court has
entered an order providing that Dow will close the merger no later
than April 1, 2009 conditioned only on the funding by the two major
shareholders and on Rohm and Haas's compliance in all material
respects with its interim operating covenants after March 9, 2009.
About Dow With annual sales of $58 billion and 46,000 employees
worldwide, Dow is a diversified chemical company that combines the
power of science and technology with the "Human Element" to
constantly improve what is essential to human progress. The Company
delivers a broad range of products and services to customers in
around 160 countries, connecting chemistry and innovation with the
principles of sustainability to help provide everything from fresh
water, food and pharmaceuticals to paints, packaging and personal
care products. 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
http://www.dow.com/ FORWARD-LOOKING INFORMATION The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements made by or on behalf of The Dow
Chemical Company and its subsidiaries (the Company). The
forward-looking statements contained in these reports and other
parts of this web site involve risks and uncertainties that may
affect the Company's operations, markets, products, services,
prices, and other factors as discussed in filings with the U.S.
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 the Company'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. About Rohm and Haas Company Leading the way since
1909, Rohm and Haas is a global pioneer in the creation and
development of innovative technologies and solutions for the
specialty materials industry. The company's technologies are found
in a wide range of industries including: Building and Construction,
Electronics and Electronic Devices, Household Goods and Personal
Care, Packaging and Paper, Transportation, Pharmaceutical and
Medical, Water, Food and Food Related, and Industrial Process.
Innovative Rohm and Haas technologies and solutions help to improve
life every day, around the world. Based in Philadelphia, PA, the
company generated annual sales of approximately $9.6 billion in
2008. Visit http://www.rohmhaas.com/ for more information. imagine
the possibilities(TM) Forward Looking Statements This press release
contains forward-looking statements that involve risks and
uncertainties and are subject to change based on various factors.
Many of these factors are beyond Rohm and Haas's ability to control
or predict. Actual results could vary materially from those
expressed or implied in the forward-looking statement. Further
information about these and other risks can be found in the
company's SEC 10-K filing of February 27, 2009. This press release
speaks only as of its date. Rohm and Haas is under no duty to
update this information. Copies of all recent SEC filings, and
additional information about Rohm and Haas, are available through
our web site: http://www.rohmhaas.com/ DATASOURCE: The Dow Chemical
Company CONTACT: David Winder, The Dow Chemical Company,
+1-989-636-0626, , or Howard Ungerleider, 1-800-422-8193, , or
Emily Riley, Rohm and Haas Company, +1-215-592-3644, , or Andrew
Sandifer, +1-215-592-2714, Web Site: http://www.dow.com/
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