Olin completed merger with Dow chlorine products businesses

MOSCOW (MRC) -- Dow Chemical announced the 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 Corporation to create an industry leader with revenues approaching USD7 billion, said the company on its site.

Transaction is highly accretive to Dow and Dow shareholders, with a tax-efficient consideration of greater than USD4.6 billion or taxable equivalent value in excess of USD7 billion to Dow and Dow shareholders.
Dow reduces outstanding shares of its common stock by more than 34 million shares; returns USD1.5 billion in value to shareholders through the split-off, effectively completing USD6.5 billion of its USD9.5 billion share repurchase program.

Dow exceeds divestiture target – reaching USD12 billion and further advancing the Company’s portfolio shift to select high-performance sectors. The two new directors were designated by Dow in connection with the Reverse Morris Trust transaction.

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. Olin now is the largest integrated chlor-alkali producer with top-tier low-cost facilities and has significantly diversified its product and geographic base.

Included are Dow’s U.S. Gulf Coast Chlor-Alkali and Vinyl, Global Chlorinated Organics, and Global Epoxy business units, in addition to 100 percent interest in the Dow Mitsui Chlor-Alkali joint venture. The closing of the merger followed the expiration of the related exchange offer and the satisfaction of certain other conditions. As a result of the exchange offer, Dow will reduce outstanding shares of its common stock by more than 34 million shares or nearly 3 percent of outstanding common shares.

The transaction is highly accretive to Dow and Dow shareholders, with a tax-efficient consideration of greater than USD4.6 billion on an after-tax basis and taxable equivalent value in excess of USD7 billion.

With this transaction, Dow exceeds its prior stated goal to divest USD7 billion to USD8.5 billion of non-strategic businesses and assets by mid-2016, with the total now approaching more than USD12 billion in pre-tax proceeds.

As MRC informed before, this week, The Dow Chemical Company announced that it had commenced its exchange offer for the split-off of a significant portion of its chlorine value chain. The split-off transaction is the next step in the separation, from Dow, of its U.S. Gulf Coast Chlor-Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses. The exchange offer provides Dow shareholders with the opportunity to exchange their shares of Dow common stock for shares of Blue Cube Spinco Inc. (Splitco) common stock, which will convert into shares of Olin common stock upon completion of the proposed transaction. The exchange is expected to be tax-free to participating Dow shareholders for U.S. federal income tax purposes.

Olin Corporation manufactures chemicals and ammunition products. The Company manufactures and sells chlorine, caustic soda, sodium hydrosulfite, hydrochloric acid, hydrogen, sodium chlorate, bleach products, and potassium hydroxide. Olin also manufactures products that include sporting ammunition, reloading components, small caliber military ammunition and industrial cartridges.

The Dow Chemical Company is an American multinational chemical corporation. As of 2007, it is the second-largest chemical manufacturer in the world by revenue (after BASF) and as of February 2009, the third-largest chemical company in the world by market capitalization (after BASF and DuPont). Dow is a large producer of plastics, including polystyrene, polyurethane, polyethylene, polypropylene, and synthetic rubber.
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MOSCOW (MRC) -- Saudi Arabian Oil Co., the world’s largest oil exporter, hired Deutsche Bank AG to advise on the potential acquisition of some marketing, retail and refining assets from China National Petroleum Corp., according to four people with knowledge of the matter, said Bloomberg.

A deal could be worth several billion dollars, though talks are at an early stage and an agreement may not be reached, the people said, asking not to be identified as the information is private. Saudi Aramco, as the company is known, is expanding into refining and petrochemicals and seeking to boost ties with Asia as part of its strategy to become one of the world’s largest oil and chemicals companies by the end of the decade.

It’s planning to spend between USD70 billion and USD80 billion on overseas acquisitions and investments during the next five years, people with knowledge of the matter told Bloomberg in May.

The state-owned oil company in May signed a USD10 billion revolving credit facility with a group of international and Middle Eastern banks. Those funds may be targeted at acquisitions and other investments, people familiar with the matter said.

Shares of CNPC’s listed arm, PetroChina Co., rose 4.8 percent at 10:32 a.m. Tuesday in Hong Kong, the most in almost a month. The benchmark Hang Seng Index rose 0.7 percent.

Saudi Aramco is pursuing the CNPC assets as Chinese President Xi Jinping seeks to introduce more market discipline to government-controlled companies, part of efforts to reinvigorate a USD10 trillion economy headed for its slowest growth in a quarter century. China released guidelines last month urging state enterprises to allow outside investors in their businesses and encouraging them to upgrade their management with more transparency.

State-controlled China Petroleum & Chemical Corp., known as Sinopec, last year sold a 107 billion yuan (USD16.8 billion) stake in its retail arm to a group of investors including China Life Insurance Co. Sinopec’s parent company also listed its petroleum engineering business in Hong Kong as part of a 30.6 billion yuan reorganization.

Last month, Aramco and Germany’s Lanxess AG formed a 2.75 billion euro (USD3.1 billion) synthetic rubber joint venture, while last year the Saudi government owned company bought a USD2 billion stake in S-Oil Corp., South Korea’s third-largest oil refiner.

CNPC’s Beijing-based spokesman Qu Guangxue didn’t answer two calls to his office seeking comment on Monday, a public holiday in China. Saudi Aramco and Deutsche Bank declined to comment.

As MRC informed earlier, Saudi Arabia's state oil company is taking a 50%-stake in the synthetic rubber business of German chemicals groups Lanxess in a deal that values the entire unit at EUR2.75bn, including debt. The transaction still requires the approval of the relevant antitrust authorities and is expected to be completed in the first half of 2016.

Saudi Aramco is the state-owned oil company of the Kingdom of Saudi Arabia and a fully integrated, global petroleum and chemicals enterprise. Over the past 80 years we have become a world leader in hydrocarbons exploration, production, refining, distribution, shipping and marketing, and the world’s top exporter of crude oil and natural gas liquids (NGLs). Saudi Aramco’s oil and gas production infrastructure leads the industry in scale of production, operational reliability, and technical advances. Our plants and the people who run them make us the world’s largest crude oil exporter, producing roughly one in every eight barrels of the world’s oil supply.
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MOSCOW (MRC) -- The federal Pipeline and Hazardous Materials Safety Administration on Thursday ordered ExxonMobil Pipeline Company to pay a USD2.63 million fine for violations of safety regulations that contributed to a 2013 oil spill in Mayflower, said Arkansasnews.

In a 46-page order, the regulatory agency said it found nine violations by ExxonMobil. The company said in a statement Thursday it has received the agency’s order and is evaluating its options.

The March 29, 2013, rupture of the Pegasus pipeline in Faulkner County released thousands of barrels of crude oil into homes, yards, a creek, wetlands and a cove of Lake Conway. Regulators initially estimated the volume of the spill at 5,000 barrels, but later the volume was calculated at 3,190 barrels.

In April, ExxonMobil agreed to pay a USD5.07 million settlement to resolve allegations by the U.S. attorney’s office for the Eastern District of Arkansas, the U.S. Department of Justice and the Environmental Protection Agency that it had violated federal and state environmental laws in connection with the spill.

As MRC informed before, in late February 2015, large fire explosion’ rocks ExxonMobil’s Torrance Refinery in California. Workers evacuated an ExxonMobil refinery in Torrance, Calif., after an explosion, which occurred near a fluid catalytic cracking unit, according to the United Steelworkers union that represents operators at the plant.

ExxonMobil is the largest non-government owned company in the energy industry and produces about 3% of the world's oil and about 2% of the world's energy.
MRC

MOSCOW (MRC) -- Oct 5 Southeastern Asset Management, a shareholder group with a stake in Swiss chemicals company Sika AG, reaffirmed its support for the current board on Monday after controlling shareholders renewed efforts to oust the board after a failed attempt in July, said Reuters.

Southeastern, which owns about 4 percent of Sika, said in a statement the sale of the Schenker-Winkler family's 16 percent stake to Compagnie de Saint-Gobain at an 80 percent premium is disadvantageous to all non-family Sika stakeholders and to Saint-Gobain and its shareholders.

Last December, Saint-Gobain agreed to buy a 16.1 percent stake from the Burkard-Schenker family that carries 52.4 percent of Sika's voting rights -- enough for control and, at 2.75 billion Swiss francs (USD2.83 billion), a far cheaper option than buying the whole company.

However, at a shareholder meeting called by the family in July to remove some board members, the board capped their voting rights at 5 percent, thwarting any attempts to elect a replacement aligned with the Burkard-Schenker family to sell their stake to Saint-Gobain.

Sika could not be immediately reached for comment outside regular business hours.

As MRC informed before, Sika AG reported a 28% increase in annual profit as the Swiss construction and industrial chemical maker continues fending off a hostile takeover bid from France's Saint-Gobain SA.

Sika is a specialty chemicals company with a leading position in the development and production of systems and products for bonding, sealing, damping, reinforcing and protecting in the building sector and the motor vehicle industry. Sika has subsidiaries in 90 countries around the world and manufactures in over 160 factories. Its more than 16,000 employees generated annual sales of CHF 5.6 billion in 2014.
MRC

MOSCOW (MRC) -- Univar Inc.announced that its wholly owned subsidiary, Univar Canada Ltd., has acquired all of the outstanding stock of Future Transfer Co., Inc.; BlueStar Distribution Inc.; and BDI Distribution West Inc., said the company in its press release.

Founded in 1973, Future/BlueStar specializes in logistics, warehousing, packaging and formulation services to the agriculture industry in Canada. The company has 90 employees and operates from six locations, four in Ontario and two in Manitoba.

"This acquisition positions Univar as the leader in multiple value-added services in the Canadian agriculture market," said Univar President and Chief Executive Officer Erik Fyrwald. "Future Transfer and BlueStar Distribution bring additional expertise in multiple areas, that combined with Univar Agriculture’s capabilities, are vital to maintaining and growing relationships with suppliers, who are increasingly focused on research and are moving toward these services to support their growth."

Univar plans to combine the Future/BlueStar businesses with Fort Storage, a Univar company that provides warehousing, logistics, and distribution services in Canada. In addition to providing the company with an immediate, national presence in the 3PL market, the acquisition enhances Univar Agriculture’s distribution network, which now includes 10 facilities in four provinces with more than 1.2 million square feet of Agrichemical Warehousing Standards Association (AWSA) warehouse space, the most in Canada.

Founded in 1924, Univar is a global distributor of specialty and basic chemicals from more than 8,000 producers worldwide. Univar operates more than 700 distribution facilities throughout North America, Western Europe, the Asia-Pacific region, and Latin America, supported by a global network of sales and technical professionals. With a broad portfolio of products and value-added services, and deep technical and market expertise, Univar delivers the tailored solutions customers need through one of the most extensive chemical distribution networks in the world. Univar is Chemistry DeliveredSM.
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