Rohm and Haas Company Updates Statement on Merger with The Dow Chemical Company
February 08 2009 - 9:37AM
Business Wire
Rohm and Haas Company (NYSE: ROH) today issued the following
statement regarding its merger with The Dow Chemical Company:
Rohm and Haas believes that Dow has the resources and
flexibility to live up to its obligations under the merger
agreement. Rather than focus on the necessary steps, Dow has
embarked on an aggressive campaign in an attempt to frighten our
employees, communities and customers with its statements.
Rohm and Haas believes that the combination of the two companies
will create a strong global competitor to benefit shareholders and
all other stakeholders in the long term. These are sentiments often
expressed by Dow since last summer. While there are short-term
challenges in today�s economy, the combined company is well
positioned to meet those challenges.
The Rohm and Haas Board of Directors sent the following letter
to the Dow Board of Directors at approximately 12:00 p.m. Eastern
time on February 6, 2009.
Rohm and Haas Company
100 Independence Mall West, Philadelphia PA 19106-2399
USA
Telephone: (215) 592-3000 Fax: (215) 592-3227
February 6, 2009
Via Fax
Paul Stern, Lead Director
Board of Directors
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
Dear Paul:
Thank you for your response to our February 2 letter.
In your letter, you suggest principal-to-principal negotiations.
In fact, principals of our two companies met face-to-face on three
separate occasions, most recently on Saturday, January 24. These
meetings were very disappointing, particularly in light of our
board's preference to avoid litigation in our efforts to procure
for our shareholders the benefits of the merger. At none of those
meetings, despite our repeated requests, did Dow's representatives
provide ours with meaningful details of what Dow is doing to secure
financing for the merger, to address the concerns of the rating
agencies, or take other actions necessary to close the transaction
as soon as possible.
To have informed discussions, we need to obtain necessary
information from Dow, and to include people with the expertise
necessary to fully assess that information. If, as you suggest, a
focus on process may help lead to discussions, we would suggest a
process that would begin with a meeting of our respective financial
advisors. If your advisers provide to Goldman Sachs the specifics
of your detailed action plan, including your presentations to the
rating agencies and the reactions you received from each agency, it
would establish an essential foundation for future discussions.
Without this, a future meeting of principals would merely repeat
our fruitless previous discussions.
Dow's actions continue to be severely damaging to our company.
For several months we jointly steered towards integration with The
Dow Chemical Company. Now, we confront uncertainty, heavily
impacting employees, customers and suppliers. We were also very
troubled to learn yesterday that your intervention with the FTC
went far beyond what Dow had previously disclosed to us.
We hope you will agree with our proposed approach. In the
meantime, we reiterate our offer to assist Dow in its dealings with
rating agencies, banks and other lenders, and with information on
possible divestitures, post closing, from the Rohm and Haas
portfolio.
Sincerely,
Board of Directors
Rohm and Haas Company
Signed: Sandra O. Moose
Director
cc: John A. Marzulli, Jr.
Scott D. Petepiece
Shearman & Sterling I.LP
599 Lexington Avenue
New York, New York 10022
Forward-Looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties and are subject to change based on
various factors. Many of these factors are beyond Rohm and Haas's
ability to control or predict. Actual results could vary materially
from those expressed or implied in the forward-looking statement.
Further information about these and other risks can be found in the
company's SEC 10-K filing of February 21, 2008, and updated in the
8-K filing on June 6, 2008. This press release speaks only as of
its date. Rohm and Haas is under no duty to update this
information.
Copies of all recent SEC filings, and additional information
about Rohm and Haas, are available through our web site:
www.rohmhaas.com.
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, PA, the company generated annual
sales of approximately $8.9 billion in 2007. Visit www.rohmhaas.com
for more information. imagine the possibilities�
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