Shearman & Sterling is advising longstanding client The Dow Chemical Company in connection with its restructuring of the ownership of Dow Corning Corporation. Unanimously approved by Dow’s board of directors, the transaction is highly complementary to the strategic objectives of Dow and offers significant potential to enhance value for shareholders.
Under the terms of the agreement, Dow will become the 100 percent owner of Dow Corning, currently a 50:50 joint venture between Dow and Corning that was formed in 1943. Dow and Corning will maintain their current equity stake in Hemlock Semiconductor Group. The transaction is subject to customary closing conditions, including relevant tax opinions and regulatory approvals.The Shearman & Sterling team was led by New York M&A partner and Global Head of M&A George Casey and New York M&A counsel Heiko Schiwek and included partners Doug McFadyen (New York-Tax), Doreen Lilienfeld (New York-Compensation, Governance & ERISA) and Josh Thompson (New York-Finance); counsel Jordan Altman (New York-Intellectual Property Transactions/Mergers & Acquisitions), Richard Alsop (New York-Capital Markets) and Jason Pratt (New York-Real Estate); and associates Roger Morscheiser (New York-Mergers & Acquisitions), Samara Thomas (New York-Mergers & Acquisitions), Yoon-Jee Kim (New York-Capital Markets), Mark Pereira (New York- Intellectual Property Transactions/Mergers & Acquisitions), Jack Melamed (New York-Corporate), Christine Wright (New York-Finance) and Tasha Matharu (New York-Compensation, Governance & ERISA).