Shearman And Sterling

News March 27, 2015

Shearman & Sterling Representing Dow Chemical on $5 Billion Chlor-Alkali and Derivatives Business Reverse Morris Trust Transaction

Shearman & Sterling is serving as transaction counsel to The Dow Chemical Company in connection with the execution of a definitive agreement under which Dow will separate a significant portion of its chlorine value chain and merge the new entity with Olin Corporation in a transaction that will create an industry leader with revenues approaching $7 billion.

Pursuant to the agreement, Dow will separate its US Gulf Coast Chlor-Alkali and Vinyl, Global Chlorinated Organics, and Global Epoxy businesses and then merge these businesses with Olin in a Reverse Morris Trust transaction. The merger will result in Dow shareholders receiving approximately 50.5% of the shares of Olin, with existing Olin shareholders owning approximately 49.5%. The transaction has a tax efficient consideration of $5 billion.

The Team