Olin Shareholders Pass Dow Chlor-Alkali Merger
Shareholders of US-based Olin Corporation have overwhelmingly approved the issuance of new shares of Olin common stock and the amendment of the company’s articles of incorporation needed to complete the chlorine chain merger with Dow Chemical by the beginning of October.
The $5 billion Reverse Morris Trust transaction designed to save tax foresees Dow merging its US Gulf Coast chlor-alkali and vinyl chlorinated organics and global epoxy businesses with Olin’s relevant businesses, more than doubling Olin's scope.
An asset merger would create a low-cost industry leader with revenues approaching $7 billion, the companies said when announcing the plans at the beginning of April. Dow’s shareholders will hold 50.5% of Olin shares, with existing Olin shareholders owning about 49.5% of the merged company.
The transaction includes $2 billion of cash and cash equivalents to be paid to Dow, along with an estimated $2.2 billion in Olin common stock, based on its value at close of Mar. 25, 2015. The new Olin is expected to assume around pension and other liabilities worth around $800 million. Annualized cost synergies of at least $200 million are forecast to be achieved within three years.
Current Olin CEO Joseph D Rupp will head the enlarged company, flanked by a senior management team made up of both Dow and Olin current employees. “The strong support from shareholders was demonstrated by the percentage of votes cast in favor of this transformative transaction,” Rupp said, commenting on the Sept. 15 vote.
