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Rohm and Haas Company announced that it has entered into an agreement with The Dow Chemical Company, under which Dow will acquire all of the outstanding shares of Rohm and Haas common stock for $78.00 per share in cash. The agreement provides that Rohm and Haas Company will retain its Philadelphia, Pennsylvania headquarters location, and continue to do business under the Rohm and Haas name. Additionally, Dow will contribute a number of specialty chemicals business segments to the Rohm and Haas portfolio which have greater synergy with the Philadelphia Company's established strengths.
Commenting on the announcement, Raj L. Gupta, Rohm and Haas Chairman and Chief Executive Officer, remarked, "I have relentlessly talked to our employees, customers and stockholders about the imperative to seek opportunities for transformative change. In its 100-year history, Rohm and Haas has constantly reinvented itself, and this agreement offers outstanding potential to do the same yet again."
Gupta said, "When the transaction is completed, Rohm and Haas will:
Have a broader and more global leadership position in a range of specialty chemicals and materials business segments;
Have full integration opportunity through the chemical value chain which will allow for reliable and cost competitive raw materials;
Be a critical component of the new Dow, the world's preeminent chemical company, which has a stated vision to expand its Performance businesses;
Retain the culture, practices and stewardship of stakeholder interests that have long been a hallmark of the company's reputation, and
- Be allied with a vigorous and forward looking U.S.-based enterprise, committed to investing in research for new technology solutions to many of the most pressing societal needs."
Andrew N. Liveris, Chairman and Chief Executive Officer of Dow, said, "Rohm and Haas will bring to Dow its recognized world-class core strengths in Coatings and Electronic Materials and a strong market-facing culture. This acquisition is the definitive step in our company's strategy to shape The Dow of Tomorrow." Dow will contribute complementary businesses to Rohm and Haas Company in areas such as coatings, biocides and personal care products. As a result, annual revenue of Rohm and Haas will be approximately $13 billion.
The transaction has been unanimously approved by the Boards of Directors of both companies, and remains subject to approval by the Shareholders of Rohm and Haas, as well as customary conditions and approval of appropriate regulatory authorities. Haas family trusts, which collectively control approximately 33% of Rohm and Haas outstanding stock, have indicated their support of the Agreement. On behalf of the entire Haas family, Mr. John C. Haas, 90, expressed unwavering fidelity to Rohm and Haas and its leadership, employees and future, "I learned many years ago that there is no substitute for surrounding yourself with good and honest colleagues, and then trusting their wisdom and judgment. We support the agreement reached between Dow and Rohm and Haas; we are particularly proud the company name and Philadelphia location were deemed essential to the merits of this transaction. The value and opportunities this transaction will create are a tribute to its dedicated employees. I will always be available, if needed, to contribute to the success of this new enterprise."
In connection with the proposed merger, Rohm and Haas will file a proxy statement with the Securities and Exchange Commission (SEC). Investors and security holders are advised to read the proxy statement when it becomes available because it will contain important information about the merger and the parties to the merger. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Rohm and Haas at the SEC Web site at http://www.sec.gov. The proxy statement and other documents also may be obtained for free from Rohm and Haas by directing such request to Rohm and Haas, Investor Relations, telephone (215) 592-3312.
Rohm and Haas and its directors, executive officers and other members of its management and employees may be deemed participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of Rohm and Haas' participants in the solicitation, which may, in some cases, be different than those of Rohm and Haas' stockholders generally, is set forth in Rohm and Haas proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and will be set forth in the proxy statement relating to the merger when it becomes available.
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, Pennsylvania, the company generated annual sales of approximately $8.9 billion in 2007. Visitwww.rohmhaas.com for more information.