SEC Disclosure
Some of our comments today include statements about our expectations for the
future. Those expectations involve risks and uncertainties.
Dow cannot guarantee the accuracy of any forecasts or estimates, and we do
not plan to update any forward-looking statements if our expectations change.
If you would like more information on the risks involved in forward-looking
statements, please see our annual report and our SEC filings.
In addition,some of our comments reference non-GAAP financial measures.
Where available, presentation of and reconciliation to the most directly comparable GAAP
financial measures and other associated disclosures are provided on the
Internet at www.dow.com/investors.
This document also contains statements about Dow’s agreement to separate
a substantial portion of its chlor-alkali and downstream derivatives business,
distribute the business to Dow shareholders and then merge it with a subsidiary
of Olin Corporation (the “Transaction”). Many factors could cause actual results
to differ materially from these forward-looking statements with respect to the
Transaction, including risks relating to the completion of the transaction on
anticipated terms and timing, including obtaining shareholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition, losses, future prospects, business and
management strategies for the management, expansion and growth of the new
combined company’s operations, Olin’s ability to integrate the business
successfully and to achieve anticipated synergies, and the risk that
disruptions from the Transaction will harm Dow’s or Olin’s business.
While the list of factors presented here is considered representative,
no such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward looking statements.
Consequences of material differences in results as compared with those
anticipated in the forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal liability
to third parties and similar risks, any of which could have a material adverse
effect on Dow’s or Olin’s consolidated financial condition, results of
operations or liquidity. Dow does not assume any obligation to provide revisions
to any forward looking statements should circumstances change, except as
otherwise required by securities and other applicable laws.
Important Notices and Additional Information
In connection with the proposed transaction, Blue Cube Spinco Inc. (“Spinco”)
has filed a registration statement on Form S-4/S-1 containing a prospectus and
Olin has filed a proxy statement on Schedule 14A and a registration statement on
Form S-4 containing a prospectus with the SEC. INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ THE REGISTRATION STATEMENTS/PROSPECTUSES AND PROXY STATEMENT
AND ANY FURTHER AMENDMENTS WHEN THEY BECOME AVAILABLE AS WELL AS ANY OTHER
RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PARTIES AND THE PROPOSED TRANSACTION. Investors and
security holders may obtain a free copy of the prospectuses and proxy statement
when available) and other documents filed by Dow, Spinco and Olin with the SEC
at the SEC's web site at http://www.sec.gov. Free copies of these documents and
any further amendments, once available, and each of the companies’ other
filings with the SEC may also be obtained from the respective companies by
directing a written request to Olin at 190 Carondelet Plaza, Clayton, MO 63105.
Attention: Investor Relations or Dow or Spinco at The Dow Chemical Company,
2030 Dow Center, Midland, Michigan 48674, Attention: Investor Relations.
This communication is not a solicitation of a proxy from any investor or
security holder. However, Olin, Dow, and certain of their respective
directors, executive officers and other members of management and employees,
may be deemed to be participants in the solicitation of proxies from
shareholders of Olin in respect of the proposed transaction under the rules
of the SEC. Information regarding Olin’s directors and executive officers
is available in Olin’s 2014 Annual Report on Form 10-K filed with the SEC
on February 25, 2015, and in its definitive proxy statement for its annual
meeting of shareholders filed March 4, 2015. Information regarding Dow’s
directors and executive officers is available in Dow’s Annual Report on Form
10-K filed with the SEC on February 13, 2015, and in its definitive proxy
statement for its annual meeting of shareholders, filed March 27, 2015, and
a supplement to the proxy statement filed March 31, 2015. These documents can be
obtained free of charge from the sources indicated above. Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, is contained
in the registration statements, prospectuses and proxy statement and other
relevant materials filed with the SEC.
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
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