EX-99.1
5
ss60531_ex9901.htm
Exhibit
99.1
The
Dow Chemical Company
Midland,
MI
For
editorial information:
David
Winder
(989)
636-0626
dowmedia.relations@dow.com
For
editorial information:
Bob
Plishka
(800)
636-1463
IR@dow.com
FOR
IMMEDIATE RELEASE
Dow
Completes Acquisition of Rohm and Haas,
Creating
a Leading Global Specialty Chemicals and Advanced Materials
Company
Midland, Mich. - April 1, 2009 -
The Dow Chemical Company (NYSE: DOW) today announced that it has
completed its acquisition of Rohm and Haas (NYSE: ROH). The
acquisition is a major step in Dow's strategy of growing its performance
products and specialty portfolio to deliver more consistent earnings
growth. Combining the two organizations' best-in-class technologies,
broad geographic reach and strong market channels will create a $14.0 billion
diversified business portfolio, which will be called Dow's Advanced Materials
division. The division is intended to achieve $3.0 billion in
additional value growth opportunities, as well as annual cost synergies of $1.3
billion.
"The
closing of this transaction strongly positions Dow for the future by
transforming our business portfolio", said Dow Chairman and CEO, Andrew N.
Liveris. "This is an exciting day for all of Dow's stakeholders, and
we are committed to delivering on a clear and measurable plan designed to meet
the needs of our investors, employees, customers and suppliers, even in this
current challenging macroeconomic environment. Our first critical
task is to ensure a seamless integration of Rohm and Haas that maximizes the
synergies and opportunities offered by this transaction".
-
more -
Dow
Completes Acquisition of Rohm and Haas
Page 2 of
3
Rohm and
Haas is the key element in Dow's new Advanced Materials
division. Pierre Brondeau has been named president and CEO of this
division, which includes: Coatings, Building and Construction, Specialty
Materials, Adhesives and Functional Polymers, and Electronic
Materials.
Transaction
Delivers on Announcement Day Promises
We expect
the creation of Dow's new Advanced Materials division will:
-
Deliver significant cost and
revenue synergies:
Based on work that has been ongoing since July
2008, Dow has increased its annual cost synergy estimates to $1.3 billion,
capitalizing on additional expected cost savings in the areas of combined
purchasing and centralized business
services.
-
Leverage Rohm and Haas's
strengths and drive growth for the combined company:
Dow's Advanced
Materials division will provide deeper geographic reach, increased
channels to market, and complementary technologies. In
addition, the combined company will have one of the largest research and
development programs in the chemical
industry.
-
Enable Dow's transformation
into an earnings growth company:
By expanding its specialty
chemicals and advanced materials businesses, Dow has shifted the balance
of its portfolio to this higher growth, higher margin area. The
Advanced Materials division is strongly positioned in more resilient
markets, as well as businesses that are poised for growth in the economic
upturn, including coatings, adhesives and
electronics.
Continued
Progress on De-leveraging
Dow has
decided to exercise its option to have the Haas Family Trusts make an additional
$500 million investment in Dow equity. This is consistent with Dow's
disciplined plan to retire the bridge loan for the financing of the Rohm and
Haas transaction by the end of 2009. This will be accomplished
through the sale of assets, issuance of equity and debt, and the previously
announced reduction in the Company's dividend to preserve cash.
Regulatory
Approvals
On
January 23, 2009, Dow entered into a consent order with the United States
Federal Trade Commission (FTC) that permitted the completion of the acquisition,
provided that certain actions
®TM
Trademark of The Dow Chemical Company ("Dow") or an affiliated company of
Dow
Dow
Completes Acquisition of Rohm and Haas
Page 3 of
3
to
address potential anticompetitive effects are implemented within 240 days of the
deal closing. Specifically, under the terms of that agreement, Dow is
required to divest the following businesses:
-
Clear
Lake, Texas, acrylic acid and esters plant and the related glacial acrylic
acid, butyl acrylate, and ethyl acrylate businesses in North, Central, and
South America
-
UCAR
Emulsion Systems specialty latex businesses in North
America
-
North
American hollow plastic pigment business (also referred to as the hollow
sphere particle business)
The
consent order also includes an Order to Hold Separate which requires Dow to
maintain the competitiveness of these businesses pending their divestiture
and to ensure that confidential information is not transferred between
these businesses and the other businesses of Dow.
Dow has
already initiated procedures to comply with the FTC consent order and has been
actively seeking buyers for the impacted businesses. The acquisition
previously received regulatory clearance from the European Commission on January
8, 2009.
Effective
today, Rohm and Haas common stock will cease trading.
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.
Forward-Looking
Information
The
forward-looking statements contained in this release 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.
# #
#
®TM
Trademark of The Dow Chemical Company ("Dow") or an affiliated company of
Dow

EX - 99 . 1 5 ss60531 _ ex9901 . htm Exhibit 99 . 1 The Dow Chemical Company Midland , MI For editorial information : David Winder ( 989 ) 636 - 0626 dowmedia.relations@dow.com For editorial information : Bob Plishka ( 800 ) 636 - 1463 IR@dow.com FOR IMMEDIATE RELEASE Dow Completes Acquisition of Rohm and Haas , Creating a Leading Global Specialty Chemicals and Advanced Materials Company Midland , Mich . - April 1 , 2009 - The Dow Chemical Company ( NYSE : DOW ) today announced that it has completed its acquisition of Rohm and Haas ( NYSE : ROH ) . The acquisition is a major step in Dow 's strategy of growing its performance products and specialty portfolio to deliver more consistent earnings growth . Combining the two organizations ' best - in - class technologies , broad geographic reach and strong market channels will create a $ 14.0 billion diversified business portfolio , which will be called Dow 's Advanced Materials division . The division is intended to achieve $ 3.0 billion in additional value growth opportunities , as well as annual cost synergies of $ 1.3 billion . " The closing of this transaction strongly positions Dow for the future by transforming our business portfolio " , said Dow Chairman and CEO , Andrew N . Liveris . " This is an exciting day for all of Dow 's stakeholders , and we are committed to delivering on a clear and measurable plan designed to meet the needs of our investors , employees , customers and suppliers , even in this current challenging macroeconomic environment . Our first critical task is to ensure a seamless integration of Rohm and Haas that maximizes the synergies and opportunities offered by this transaction " . - more - Dow Completes Acquisition of Rohm and Haas Page 2 of 3 Rohm and Haas is the key element in Dow 's new Advanced Materials division . Pierre Brondeau has been named president and CEO of this division , which includes : Coatings , Building and Construction , Specialty Materials , Adhesives and Functional Polymers , and Electronic Materials . Transaction Delivers on Announcement Day Promises We expect the creation of Dow 's new Advanced Materials division will : - Deliver significant cost and revenue synergies : Based on work that has been ongoing since July 2008 , Dow has increased its annual cost synergy estimates to $ 1.3 billion , capitalizing on additional expected cost savings in the areas of combined purchasing and centralized business services . - Leverage Rohm and Haas 's strengths and drive growth for the combined company : Dow ' s Advanced Materials division will provide deeper geographic reach , increased channels to market , and complementary technologies . In addition , the combined company will have one of the largest research and development programs in the chemical industry . - Enable Dow 's transformation into an earnings growth company : By expanding its specialty chemicals and advanced materials businesses , Dow has shifted the balance of its portfolio to this higher growth , higher margin area . The Advanced Materials division is strongly positioned in more resilient markets , as well as businesses that are poised for growth in the economic upturn , including coatings , adhesives and electronics . Continued Progress on De - leveraging Dow has decided to exercise its option to have the Haas Family Trusts make an additional $ 500 million investment in Dow equity . This is consistent with Dow 's disciplined plan to retire the bridge loan for the financing of the Rohm and Haas transaction by the end of 2009 . This will be accomplished through the sale of assets , issuance of equity and debt , and the previously announced reduction in the Company 's dividend to preserve cash . Regulatory Approvals On January 23 , 2009 , Dow entered into a consent order with the United States Federal Trade Commission ( FTC ) that permitted the completion of the acquisition , provided that certain actions ® TM Trademark of The Dow Chemical Company ( " Dow " ) or an affiliated company of Dow Dow Completes Acquisition of Rohm and Haas Page 3 of 3 to address potential anticompetitive effects are implemented within 240 days of the deal closing . Specifically , under the terms of that agreement , Dow is required to divest the following businesses : - Clear Lake , Texas , acrylic acid and esters plant and the related glacial acrylic acid , butyl acrylate , and ethyl acrylate businesses in North , Central , and South America - UCAR Emulsion Systems specialty latex businesses in North America - North American hollow plastic pigment business ( also referred to as the hollow sphere particle business ) The consent order also includes an Order to Hold Separate which requires Dow to maintain the competitiveness of these businesses pending their divestiture and to ensure that confidential information is not transferred between these businesses and the other businesses of Dow . Dow has already initiated procedures to comply with the FTC consent order and has been actively seeking buyers for the impacted businesses . The acquisition previously received regulatory clearance from the European Commission on January 8 , 2009 . Effective today , Rohm and Haas common stock will cease trading . 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 . Forward - Looking Information The forward - looking statements contained in this release 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 . # # # ® TM Trademark of The Dow Chemical Company ( " Dow " ) or an affiliated company of Dow