Rohm and Haas Company (the â??Companyâ?), a subsidiary of The Dow Chemical Company (NYSE: DOW), announced today the results to date of the previously announced cash tender offer and related consent solicitation (the â??Offerâ?) for Morton International, LLC's (formerly known as Morton International, Inc.) (â??Mortonâ?) outstanding 9-¼% Credit Sensitive Debentures due 2020 (the â??Debenturesâ?). As of 5:00 p.m., New York City time, on August 18, 2010, tenders and consents had been received from holders of $122.133 million in aggregate principal amount of the Debentures, representing approximately 84% of the outstanding Debentures.
Having received the requisite consents in the consent solicitation, the Company, Morton and the trustee under the indenture governing the Debentures executed a supplemental indenture effecting certain amendments described in the Offer to Purchase (as defined below). The supplemental indenture will become operative when the Debentures with respect to which consents have been delivered are accepted and payment is made on the early payment date pursuant to the terms of the Offer to Purchase. The early payment date is expected to be on or about August 23, 2010.
As a result of the expiration of the Withdrawal Date, which occurred on August 18, 2010, previously tendered Debentures and consents may no longer be withdrawn or revoked, except in the limited circumstances described in the Offer to Purchase.
The Company is extending the deadline for holders to tender their Debentures in order to receive the total consideration in connection with the Offer (which includes an early tender premium), to 5:00 p.m., New York City time, on August 20, 2010 (the â??Early Tender Dateâ?). Holders of Debentures who deliver valid tenders by the Early Tender Date will receive the total consideration of $1,430.00 per $1,000 of principal amount of Debentures tendered. Holders who tender their Debentures after the Early Tender Date, but on or prior to the Expiration Date (as defined below), will receive the tender offer consideration of $1,400.00, which will consist of the total consideration of $1,430.00 less the early tender premium of $30.00, per $1,000 principal amount of Debentures. The Company is extending the expiration date of the Offer to 11:59 p.m., New York City time, on September 3, 2010 (the â??Expiration Date'). The complete terms and conditions of the Offer are described in the as described in the Offer to Purchase and Consent Solicitation Statement dated August 5, 2010 (the â??Offer to Purchaseâ?).
The Company has engaged Barclays Capital Inc. and Deutsche Bank Securities Inc. to act as Dealer Managers and Solicitation Agents for the offer and Global Bondholders Service Corporation to act as Information and Tender Agent for the offer. Questions regarding the terms of the Offer may be directed to Barclays Capital Inc. at 800-438-3242 (toll free) or 212-528-7581 (collect) or Deutsche Bank Securities Inc. at 866-627-0391 (toll free) or 212-250-2955 (collect). Questions regarding tender procedures or requests for documentation may be directed to Global Bondholder Services Corporation at 866-924-2200 (toll free) or 212-430-3774 (collect).
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The offer is being made solely pursuant to the Offer to Purchase and related documents made available to holders of the Debentures.
