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™