Business News
Rohm and Haas Company Updates Statement on Merger with The Dow Chemical Company
Monday 09. February 2009 - 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 todays 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.