He added that it creates “a sustainable, long-term growth platform, and enhanced shareholder and customer value.”. This communication is not a solicitation of a proxy from any investor or securityholder. In 2014, Dow had annual sales of more than $58 billion and employed approximately 53,000 people worldwide. Various Olin businesses were combined in 1944 as Olin Industries Inc., which merged in 1954 with Mathieson Chemical Corp., a major chemicals manufacturer. Olin expects at least $200 million in annual cost savings within three years of the deal closing. Daily updates on the latest news in the St. Louis business community. A, HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. 1 Global Manufacturer of Epoxy Products The most reliable source of supply and industry-leading epoxy technology. Dow will become one of Olin’s largest chlorine customers. Investors and securityholders may obtain a free copy of the registration statements/prospectuses and preliminary proxy statement and any further amendments (when available) and other documents filed by Olin, TDCC and Spinco with the SEC at the SEC's website at http://www.sec.gov. Equitable made blasting powder for Midwestern coal fields but diversified into small arms ammunition and changed its name to Western Cartridge Co. in 1898. • Dow Chemical transfers much of its chlorine-based business, which merges into Olin. The Olin Corporation is an American manufacturer of ammunition, chlorine, and sodium hydroxide. Olin has 3,900 employees in the U.S. and Canada, including at its Clayton headquarters, chemical distribution facilities in St. Louis and East Sauget and a Winchester ammunition facility in East Alton. The following month activist investor Dan Loeb disclosed his hedge fund Third Point LLC had taken a stake and called for a spinoff of Dow’s petrochemical business to improve profitability. Dow will get three directors on Olin’s board. Dow will receive cash equivalents of $2 billion, the companies will swap debt worth $1.15 billion, and Dow will also get 50.5 percent of Olin common stock, valued at $2.2 billion. “We began a thorough strategic review of our companies portfolio in 2012, well before any activist entered our stock,” Mr. Liveris said in an interview. Olin had 9 siblings: Jeanette Lucy Hunter , Jay Adelbert Dow and 7 other siblings . Olin’s biggest business after chlorine is Winchester ammunition, which must be retained for at least two years because of the structure of the deal with Dow. Dow, the largest U.S. chemical company by revenue, climbed 2.8 percent to $47.76. Last year, Olin posted revenue of $2.24 billion. Dow was founded in 1897 as a producer of bleach, which is made from chlorine. As previously announced on March 27, 2015, Dow and Olin entered into a definitive agreement 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. (Updates share prices in ninth paragraph.). With this transaction, Dow exceeds its prior stated goal to divest $7 billion to $8.5 billion of non-strategic businesses and assets by mid-2016, with the total now approaching more than $12 billion in pre-tax proceeds. That business makes chemicals used by plastic companies to make polyvinyl chloride. He has a bachelor's degree in Business Administration and Accounting from Central Michigan University. Olin Corp., the Clayton-based maker of chemicals and ammunition, is buying a large part of Dow Chemical’s chlorine business in a deal valued at $5 billion. "We're pleased to have our two new directors who have extensive management and financial experience in the chemicals industry. The two new directors were designated by Dow in connection with the Reverse Morris Trust transaction. Dow (NYSE: DOW) combines the power of science and technology to passionately innovate what is essential to human progress. Under the deal, Olin will pay $2 billion in cash and about $2.2 billion in Olin shares. Dow also agreed to supply ethylene for 20 years to Olin, which will feed the company’s newly acquired chlor vinyl assets. That was a breakthrough in what until late November had been an escalating fight between Dow and Third Point, the hedge fund run by Mr. Loeb. Divesting the profitable business is unlikely to create value anyway, said Rupp, who will continue at Clayton, Missouri-based Olin along with the current management. Carol A. Williams, 57, served as a special advisor to the Chief Executive Officer of Dow until early 2015. • Olin pays $2 billion in cash, and $2.2 billion in Olin shares. Olin’s roots are in East Alton, where Franklin W. Olin founded Equitable Powder Co. in 1892. “This transaction not only achieves a milestone in exceeding our divestiture targets, it also marks a strategic step forward in Dow’s targeted portfolio actions to drive further margin. Olin sold the Winchester firearms business to U.S. 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. Olin lived in 1870, at address , Vermont. Factors that could cause or contribute to such differences include, but are not limited to:  factors relating to the satisfaction of the conditions to the proposed transaction, including regulatory approvals and the required approvals of Olin's shareholders; the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that Olin may be unable to achieve expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all; the integration of the TDCC's chlorine products business being more difficult, time-consuming or costly than expected; the effect of any changes resulting from the proposed transaction in customer, supplier and other business relationships; general market perception of the proposed transaction; exposure to lawsuits and contingencies associated with TDCC's  chlorine products business; the ability to attract and retain key personnel; prevailing market conditions; changes in economic and financial conditions of Olin and TDCC's chlorine products business; uncertainties and matters beyond the control of management; and the other risks detailed in Olin's Form 10-K for the fiscal year ended December 31, 2014 and Olin's Form 10-Q for the fiscal quarter ended March 31, 2015. Joseph D. Rupp, Olin's Chairman and Chief Executive Officer, said, "The complementary combination of Dow's businesses with our business creates a world leader in chlorine-based products with significant global scale. Chlor alkali denotes a group of key industrial chemicals made through the production of chlorine, including industrial bleach and caustic soda. Dow and Olin Corporation Achieve Regulatory Milestone in Proposed Chlor-Alkali and Derivatives Transaction - The expiration of the 30-day Hart … Dow’s financial advisers were Barclays Plc and Goldman Sachs Group Inc. and its legal counsel was Shearman & Sterling LLP. The Olin deal shows how “Dow continues to serve as its own best activist,” Liveris said on a conference call Friday. The two new directors were designated by Dow in connection with the Reverse Morris Trust transaction. “Never declare victory because you’re never done,” he said. Olin acquires Dow chlorine business in $5 billion deal, Bears vs. As part of the deal, Dow becomes one of Olin’s largest chlorine customers. All Rights Reserved. S&P Capital IQ maintains a buy recommendation on Dow’s shares and a hold on Olin stock. On March 27, 2015, Dow Chemical Company announced that it would spin off its chlorine and Epoxy businesses and merge them with the Olin Corporation. Olin Corp., the Clayton-based maker of chemicals and ammunition, is buying a large part of Dow Chemical’s chlorine business in a deal valued at $5 billion. The transaction is accretive to Dow and Dow shareholders, with a tax-efficient consideration of greater than $4.6 billion on an after-tax basis and taxable equivalent value in excess of $7 billion. Dow Chemical today announced the successful closing of the previously-announced split-off transaction, resulting in the separation of a significant part of Dow’s chlor-alkali and downstream derivatives businesses and merger of these businesses with Olin. Olin said it anticipated annual cost savings of at least $200 million within three years. A former Olin chairman, the late John Olin, was a major contributor to Washington University in St. Louis, and the university’s business school and library are named after him. Olin is North America’s oldest maker of chlorine and had been investing in its core business as it looked for a way to become an industry leader, CEO Joseph Rupp said in an interview. Information regarding TDCC's directors and executive officers is available in TDCC's Annual Report on Form 10-K filed with the SEC on February 13, 2015, and in its definitive proxy statement for its annual meeting of shareholders filed March 27, 2015. These risks, as well as other risks associated with Olin, TDCC's chlorine products business and the proposed transaction are also more fully discussed in the prospectus included in the registration statement on Form S-4 filed with the Securities and Exchange Commission (the "SEC") by Olin on May 8, 2015 and the preliminary proxy statement on Schedule 14A filed with the SEC by Olin on May 8, 2015. Dow has been under pressure from some investors, including the hedge fund Third Point LLC, to split its specialty chemical and petrochemical businesses. William H. Weideman, 61, served as the Chief Financial Officer and Executive Vice President of Dow, a diversified chemical company, from March 2010 to January 2015. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. The news sent Olin shares surging 14 percent. It will issue $2 billion of debt to finance the merger. “With this transaction, we will exceed our target to divest $7 billion to $8.5 billion of nonstrategic businesses and assets,” he added. The transaction will leave Dow investors holding 50.5 percent of the enlarged Olin, while Olin shareholders will own the rest, the companies said Friday in a statement. Under the deal, Dow will divest its United States Gulf Coast chlor-alkali and vinyl, global chlorinated organics and global epoxy businesses, and merge them with Olin. Prior to that, he was appointed Vice President and Corporate Controller in 2006 and Interim Chief Financial Officer in November 2009. The deal will triple Olin’s chlorine capacity to surpass Occidental Petroleum Corp., the world’s second-biggest producer, while its earnings before interest, taxes, depreciation and amortization jump to about $1 billion a year from $340 million.