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St. Jude Medical Inc. Message Board

inpursuit3 1 post  |  Last Activity: Mar 27, 2015 6:24 PM Member since: Oct 3, 2001
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  • On March 27, 2015, The Dow Chemical Company ("TDCC") and Olin Corporation ("Olin") announced that they and certain affiliates had entered into an Agreement and Plan of Merger (the "Merger Agreement") dated March 26, 2015 among TDCC, Olin, Blue Cube Acquisition Corp. ("Merger Sub") and Blue Cube Spinco Inc. ("Spinco"), pursuant to which, subject to the terms and conditions of the Merger Agreement and a Separation Agreement dated March 26, 2015 between TDCC and Spinco, (the "Separation Agreement") (1) TDCC will transfer its U.S. chlor-alkali and vinyl, global chlorinated organics and global epoxy businesses (collectively, the "Business") to Spinco, (2) TDCC will distribute Spinco's stock to TDCC's shareholders, at TDCC's option, by way of a spin-off, a split-off or a combination thereof (the "Distribution"), and (3) Merger Sub will merge with and into Spinco, with Spinco as the surviving corporation (the "Merger").

    Upon consummation of the transactions contemplated by the Merger Agreement and the Separation Agreement, the shares of Spinco common stock then outstanding will automatically be converted into approximately 80.6 million shares of Olin common stock and will represent approximately 50.5% of the outstanding shares of Olin common stock. Olin's existing shareholders will continue to hold the remaining approximately 49.5% of the outstanding shares of Olin common stock. In the event that certain specified joint venture interests owned by an unrelated third party participant in a TDCC chlor-alkali joint venture are transferred into Spinco in the transaction, an additional approximately 6.9 million shares of Olin common stock would be issued in the Merger to the TDCC shareholders receiving the Distribution.

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