Olin and Pioneer Announce Expiration of HSR Waiting Period
July 16 2007 - 5:00AM
Business Wire
Olin Corporation (NYSE: OLN) and Pioneer Companies, Inc. (Nasdaq:
PONR) announced today that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 for Olin's
acquisition of Pioneer has expired. The result of this expiration
is that a condition required to complete the merger contemplated by
the Agreement and Plan of Merger executed by Olin, Princeton Merger
Corp., a wholly owned subsidiary of Olin, and Pioneer on May 20,
2007 has been satisfied. Completion of the merger still remains
subject to certain conditions, including, among others, approval of
the merger by the shareholders of Pioneer. COMPANY DESCRIPTIONS
Olin Corporation is a manufacturer concentrated in three business
segments: Chlor Alkali Products, Metals, and Winchester. Chlor
Alkali Products manufactures chlorine and caustic soda, sodium
hydrosulfite, hydrochloric acid, hydrogen, potassium hydroxide and
bleach products. Metals products include copper and copper alloy
sheet, strip, foil, rod, welded tube, fabricated parts, and
stainless steel strip and aluminum strip. Winchester products
include sporting ammunition, reloading components, small caliber
military ammunition and components, and industrial cartridges.
Pioneer Companies, Inc., based in Houston, manufactures chlorine,
caustic soda, bleach, hydrochloric acid and related products used
in a variety of applications, including water treatment, plastics,
pulp and paper, detergents, agricultural chemicals, pharmaceuticals
and medical disinfectants. Pioneer owns and operates four
chlor-alkali plants and several downstream manufacturing facilities
in North America. FORWARD-LOOKING STATEMENTS This communication
includes forward-looking statements. These statements relate to
analyses and other information that are based on management's
beliefs, certain assumptions made by management, forecasts of
future results, and current expectations, estimates and projections
about the markets and economy in which we and our various segments
operate. The statements contained in this communication that are
not statements of historical fact may include forward-looking
statements that involve a number of risks and uncertainties. We
have used the words "anticipate," "intend," "may," "expect,"
"believe," "should," "plan," "project," "estimate," and variations
of such words and similar expressions in this communication to
identify such forward-looking statements. 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. Therefore, actual outcomes
and results may differ materially from those matters expressed or
implied in such forward-looking statements. We undertake no
obligation to update publicly any forward-looking statements,
whether as a result of future events, new information or otherwise.
The risks, uncertainties and assumptions involved in our
forward-looking statements, many of which are discussed in more
detail in our filings with the SEC, including our Annual Report on
Form 10-K for the year ended December 31, 2006, include, but are
not limited to, the following: the ability to obtain Pioneer
shareholder approval; the risk that the businesses will not be
integrated successfully, or will take longer than anticipated; the
risk that the expected cost savings will not be achieved or
unexpected costs will be incurred; the risk that customer retention
goals will not be met and that disruptions from the transaction
will harm relationships with customers, employees and suppliers;
sensitivity to economic, business and market conditions in the
United States and overseas, including economic instability or a
downturn in the sectors served by us, such as automotive,
electronics, coinage, telecommunications, ammunition, housing,
vinyls and pulp and paper and the migration by United States
customers to low-cost foreign locations; the cyclical nature of our
operating results, particularly declines in average selling prices
in the chlor alkali industry and the supply/demand balance for our
products, including the impact of excess industry capacity or an
imbalance in demand for our chlor alkali products; economic and
industry downturns that result in diminished product demand and
excess manufacturing capacity in any of our segments and that, in
many cases, result in lower selling prices and profits; the effects
of any declines in global equity markets on asset values and any
declines in interest rates used to value the liabilities in our
pension plan; costs and other expenditures in excess of those
projected for environmental investigation and remediation or other
legal proceedings; higher-than-expected raw material and energy or
transportation and/or logistics costs; unexpected litigation
outcomes; the occurrence of unexpected manufacturing interruptions
and outages, including those occurring as a result of labor
disruptions and production hazards; new regulations or public
policy changes regarding the transportation of hazardous chemicals
and the security of chemical manufacturing facilities; and an
increase in our indebtedness or higher-than-expected interest
rates, affecting our ability to generate sufficient cash flow for
debt service. All of our forward-looking statements should be
considered in light of these factors. In addition, other risks and
uncertainties not presently known to us or that we consider
immaterial could affect the accuracy of our forward-looking
statements. IMPORTANT LEGAL INFORMATION Pioneer has filed with the
SEC a preliminary proxy statement and other related documents
regarding the proposed transaction described in this communication.
WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THE OTHER RELATED
DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT PIONEER,
THE PROPOSED TRANSACTION AND RELATED MATTERS. A definitive proxy
statement will be sent to security holders of Pioneer seeking their
approval of the proposed transaction. This communication is not a
solicitation of a proxy from any security holder of Pioneer.
Investors may obtain the proxy statement and the other related
documents and other documents filed with the SEC free of charge at
the SEC�s website, www.sec.gov. In addition, a copy of the proxy
statement may be obtained free of charge by directing a request to
Pioneer Corporate Office, 700 Louisiana Street, Suite 4300, Houston
Texas, 77002, (713) 570-3200 (phone), (713) 225-6475 (fax),
Attention: Gary Pittman. Pioneer, its directors and executive
officers and certain other persons may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Such persons may have interests in the proposed
transaction, including as a result of holding options or shares of
Pioneer stock. Olin Corporation may also be deemed a participant in
such solicitation by virtue of its execution of the merger
agreement. Information regarding Pioneer's directors and executive
officers is available in the proxy statement filed with the SEC by
Pioneer on April 19, 2007. Information regarding Olin�s directors
and executive officers is available in the proxy statement filed
with the SEC by Olin on March 2, 2007. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, are contained in the preliminary proxy statement and
other relevant materials filed with the SEC by Pioneer.
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