Current Price – $23.35
Offer Price – $21.5 – $24.5
Upside – 4.9% or $114 ( for odd lot holders, if the upper pricing limit is used)
Expiration date – 1 December 2014
Condition – Offer is conditioned on the sale of Chemtura AgroSolutions (expected to be closed in time)
We are conducting an offer by means of a procedure commonly called a “modified Dutch auction.” Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash shares of our common stock, par value $0.01 per share, pursuant to (i) Auction Tenders at prices specified by the tendering stockholders of not less than $21.50 nor greater than $24.50 per share or (ii) Purchase Price Tenders. Shares tendered pursuant to Purchase Price Tenders will be deemed to have been tendered at a price of $21.50 per share (which is the minimum price per share under the Offer) for purposes of determining the Purchase Price. We are offering to purchase shares having an aggregate purchase price of no more than $300.0 million. Assuming that the Offer is fully subscribed, the maximum of 13,953,488 shares that the Company is offering to purchase under the Offer represents approximately 16.2% of the total number of shares issued and outstanding as of October 15, 2014. Assuming the Offer is fully subscribed, the minimum of 12,244,897 shares that the Company is offering to purchase under the Offer represents approximately 14.2% of the total number of shares issued and outstanding as of October 15, 2014.
No proration for Odd Lot holders:
If the terms and conditions of the Offer have been satisfied or waived and shares having an aggregate purchase price in excess of $300.0 million, measured at the maximum price at which such shares were validly tendered, have been validly tendered and not validly withdrawn prior to the Expiration Time of the Offer, we will purchase shares in the following order of priority:
– First, all shares owned in “odd lots” (less than 100 shares) all of which have been validly tendered at or below the Purchase Price (and not validly withdrawn prior to the Expiration Time);
– Second, all other tendered shares (other than conditionally tendered shares for which the condition was not satisfied) validly tendered at or below the Purchase Price (and not validly withdrawn prior to the Expiration Time), on a pro rata basis if necessary, with appropriate adjustments to avoid the purchase of fractional shares, until we have purchased shares resulting in an aggregate purchase price of $300.0 million;
Source of Funds:
Assuming the Offer is fully subscribed, we expect the aggregate purchase price for the shares, together with all related fees and expenses, to be approximately $300.0 million. We intend to fund any purchase of shares pursuant to the Offer using proceeds from the Chemtura AgroSolutions Sale, which we currently expect to close at least five business days prior to the Expiration Time. The Offer is conditioned upon satisfaction of the Chemtura AgroSolutions Sale Condition, meaning that if the Chemtura AgroSolutions Sale does not close, we will not be required to close the Offer.