Dow : Proration Factor Of 21% For Shares Tendered In Split-Off Exchange Offer

(RTTNews) - Dow Chemical Co. (DOW) announced the final proration factor of 21.00 percent for its exchange offer for shares of Dow common stock in connection with the transaction to separate its U.S. Gulf Coast Chlor-Alkali and Vinyl, Global Chlorinated Organics and Global Epoxy businesses and merge those businesses with Olin Corp. (OLN), which successfully closed on October 5, 2015.

Based on the final count by the exchange agent, a total of 160.76 million shares of Dow common stock were validly tendered in the exchange offer, including 341,686 shares tendered by shareholders who qualified for and elected odd-lot treatment.

Shareholders who elected odd-lot treatment were not subject to proration, and their shares were fully accepted in the offer. All remaining tendered shares of Dow common stock were accepted in the exchange on a pro rata basis using the final proration factor of 21.00 percent.

Shares of Dow common stock that were validly tendered but not accepted for exchange will be returned to tendering shareholders.

Dow said it offered 100 million shares of Splitco common stock for distribution in exchange for shares of Dow common stock accepted in the offer.

Following the closing of the split-off transaction, each share of Splitco common stock converted into the right to receive 0.87482759 shares of common stock of Olin Corporation. As a result, Dow shareholders who tendered their shares of Dow common stock in the exchange offer will receive approximately 2.5648 shares of Olin common stock for each share of Dow common stock accepted for exchange. Dow was able to accept the maximum of 34.11 million shares of Dow common stock for exchange in the offer, or nearly three percent of its outstanding common shares.

Dow expects the exchange to return about $1.5 billion in value to shareholders, and effectively completes $6.5 billion of its $9.5 billion share repurchase program.