Dow Reports Preliminary Results Of Exchange Offer For Chlorine Value Chain

(RTTNews) - Dow Chemical Co. (DOW) announced the preliminary results of its exchange offer for shares of Dow common stock in connection with a transaction to separate its U.S. Gulf Coast Chlor-Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses.

Dow said it intends to accept shares tendered in the exchange offer, subject to proration, and expects the exchange to return approximately $1.5 billion in value to shareholders through the split-off upon close of the transaction, which is expected to occur immediately thereafter later today following the satisfaction of all closing conditions.

The final exchange ratio for the exchange offer was set at 2.9318 shares of common stock of Blue Cube Spinco Inc. or "Splitco common stock" for each share of Dow common stock. Following the closing of the split-off transaction, each share of Splitco common stock will convert into the right to receive 0.87482759 shares of common stock of Olin Corporation.

As a result, Dow shareholders who tendered their shares of Dow common stock in the exchange offer will receive approximately 2.5648 shares of Olin common stock for each share of Dow common stock accepted for exchange.

As per the exchange offer, which expired today at 8:00 a.m., New York City time, and based on a preliminary count by the exchange agent, approximately 166.47 million shares of Dow common stock were tendered prior to the expiration of the exchange offer, including 110.22 million shares tendered pursuant to guaranteed delivery procedures. The total number of shares tendered includes an estimated 340,850 shares of Dow common stock tendered by odd-lot shareholders not subject to proration. Dow will exchange a total of 34.11 million shares of Dow common stock in the exchange offer.

Based on the total number of shares of Dow common stock reported to be tendered and not properly withdrawn prior to the expiration of the exchange offer, the exchange offer was oversubscribed by approximately 132.36 million shares, including 110.22 million shares tendered pursuant to guaranteed delivery procedures, resulting in a preliminary proration factor of approximately 20.33 percent.

Dow noted that will not be able to determine the final proration factor until the end of the exchange offer's guaranteed delivery period at 5:00 p.m., New York City time, on October 8, 2015. Dow will publicly announce the final proration factor, which may be different from today's preliminary estimate, once it has been determined.

Because more than 34.11 million shares of Dow common stock were tendered, all shares of Splitco common stock owned by Dow are expected to be distributed to Dow shareholders who tendered their shares of Dow common stock in the exchange offer, and no shares of Splitco common stock are expected to be distributed to Dow shareholders as a pro rata dividend.