· Dow to separate a significant portion of its chlor-alkali and downstream derivatives businesses and merge them with Olin in a tax-efficient Reverse Morris Trust transaction that creates an industry leader with revenues approaching $7 billion; Dow shareholder value will be further enhanced through the ownership of shares in the combined company.
· Transaction is highly complementary to the strategic objectives of both companies, with substantial synergies and significant potential to enhance value for both sets of shareholders.
· Represents highly synergistic transaction with significant growth opportunities; Olin expects to achieve annualized cost synergies of a minimum of $200 million, which are anticipated to be fully realized within 36 months.
· Transaction is highly accretive to Dow and Dow shareholders, with a tax efficient consideration of $5 billion, and a taxable equivalent value of $8 billion.
· Transaction is a significant achievement in executing Dow’s strategic transformation to a focused provider of high value, differentiated products based on key integrated and innovative value chains, such as Dow’s advantaged ethylene and propylene derivatives.
· The strategic relationship between Dow and Olin resulting from this transaction will enable Dow to continue to benefit from its integration efficiencies in chlorine for key downstream applications; Olin will expand its downstream portfolio of chlorinated products and benefit from the opportunity provided by low-cost ECU production on the U.S. Gulf Coast.
· Olin will become a leading, low-cost global player in chlor-alkali and derivatives while enhancing its existing presence in key geographies; Olin will more than double its scale and drive incremental growth as a result of the combined companies’ product and process technologies, networks, logistics, creating substantial customer value.
The Dow Chemical Company and Olin Corporation announced that the boards of directors of both companies unanimously approved a definitive agreement under which Dow will separate a significant portion of its chlorine value chain and merge that new entity with Olin in a transaction that will create an industry leader with revenues approaching $7 billion. The transaction has a tax efficient consideration of $5 billion, and a taxable equivalent value of $8 billion to Dow and Dow shareholders. It is highly complementary to the strategic objectives of both companies, with significant potential to enhance value for both Dow and Olin shareholders, and create substantial benefits for customers.
The terms of the agreement call for Dow to 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 approximately 50.5 percent of the shares of Olin, with existing Olin shareholders owning approximately 49.5 percent.
The transaction is valued at $5 billion, and includes $2.0 billion of cash and cash equivalents to be paid to Dow; an estimated $2.2 billion in Olin common stock using the Olin stock value as of close on March 25, 2015; and approximately $800 million of assumption of pension and other liabilities. In addition, by virtue of the joint share ownership, both sets of shareholders will benefit from a minimum of $200 million in projected annual synergies and cost savings.
Following the completion of the transaction, Olin will be an industry leader in chlor-alkali and derivatives – benefiting from the combination of complementary businesses, significant scale, integration, cost-advantaged feedstocks, and a broad and diverse end-uses portfolio. Expected cost synergies of the transaction include network optimization which will facilitate output expansion, significant logistics savings and benefits, and the potential for expansion of existing products produced by Olin and Dow into additional geographies and to additional customers. Annual revenues of the combined business are anticipated to be approximately $7 billion and EBITDA is expected to be $1 billion on a 2014 pro forma basis, excluding synergies. The transaction is subject to a vote by Olin shareholders and is expected to close by year-end 2015.
In a separate, arms-length transaction, Dow and Olin agreed to a 20-year long-term capacity rights agreement for the supply of ethylene by Dow to Olin, in which Dow will receive up-front payments and, in return, Olin will receive ethylene at co-investor, integrated producer economics. The agreement is additive to the financials outlined above for the chlorine value chain transaction. The combined company will utilize an integrated supply of ethylene from Dow’s production grid on the U.S. Gulf Coast to be a sustainable, integrated chlor-vinyl producer. It will create scale benefits to Dow, and Olin will contribute significant capital for these rights. Together, both Dow and Olin will benefit from long-term, sustainable physical integration, which is key to the ongoing sustainable growth of both companies.
“By combining Dow’s world-class assets and people with Olin, we are creating a premier company with the scope and capabilities to optimally leverage long-term growth opportunities in the marketplace and generate significant shareholder value,” said Andrew N. Liveris, Dow’s chairman and chief executive officer. “We have jointly created a solid foundation for success for Olin, driven by the benefits of greater scale, an enhanced ability to capitalize on globally advantaged cost positions backed by U.S. shale gas economics, technology advantages, broader market access and significant envelope integration.”
Liveris added, “This milestone is a powerful shift in our portfolio towards targeted, integrated high performance sectors and end-markets that will drive further margin expansion, earnings growth, and return on capital – with a deal structure designed to maximize total shareholder return. With this transaction we will exceed our target to divest $7 billion to $8.5 billion of non-strategic businesses and assets. This achievement will allow us to have an ongoing focus to continue to enhance shareholder remuneration, reduce debt and continue to invest in future growth in our high priority and high margin businesses.”
“This transaction is a natural fit to our strategic objectives – creating a sustainable, long-term growth platform and enhanced shareholder and customer value,” said Joseph D. Rupp, Olin’s chairman and chief executive officer. “Supported by significant integration and scale, premier low-cost assets, an upgraded and diversified product mix, and valuable network and other synergies, we will be able to better serve and grow with our customers. We are excited to combine the strengths of our businesses and capitalize on the significant opportunities inherent in this transaction.”
Dow and Olin will have a strong, ongoing operational and commercial relationship including several long-term supply, service and purchase agreements which will support downstream products aligned with Dow’s strategic market focus. Dow will be an important anchor customer of Olin as it works to grow the acquired business. Olin will have a strong capital structure and cash flow to support growth and return of capital to shareholders. It will employ approximately 6,000 employees at 29 operating sites in 9 countries.
Olin will continue to be led by Rupp and a senior management team comprised of both Dow and Olin current employees. Olin’s Board of Directors will consist of the existing nine Olin Company directors and three new members to be designated by Dow.
The transaction is subject to approval by Olin shareholders and completion of customary closing conditions, including relevant tax authority rulings and regulatory approvals.