To no one's surprise, Dow Chemical Co. is not going to complete its big purchase of Rohm and Haas Co. tomorrow. The two companies put out short news releases today explaining their positions. The statement from Rohm and Haas sets a new record for brevity.
PHILADELPHIA -- Rohm and Haas Company announced today that it has been advised by The Dow Chemical Company that Dow does not intend to close the pending acquisition of Rohm and Haas on or before Tuesday, January 27, 2009. Rohm and Haas and Dow have received all required approvals for the closing and the merger agreement requires that Dow close by such date. Rohm and Haas stated that it intends to pursue all available alternatives to protect its shareholders' interests.Alert the lawyers. Dow's has more in the way of explanation:
Dow has determined that recent material developments have created unacceptable uncertainties on the funding and economics of the combined enterprise. This assessment is based on several macro-economic factors such as the continued crisis in global financial and credit markets combined with the dramatic and stunning failure of Petrochemicals Industries Company of Kuwait (PIC) to fulfill its obligation to complete the formation of the K-Dow joint venture in late December 2008. "Our long term strategy remains unchanged and the proposed acquisition of Rohm and Haas is consistent with this strategy," said Andrew N. Liveris, Chairman and CEO. Since Dow learned in late December of PIC's failure to close the K-Dow transaction, Dow has been aggressively engaged on multiple paths seeking ways to enable the Rohm and Haas transaction. Dow remains interested in discussions to find a solution to complete the acquisition of Rohm and Haas, but recent events have made closing untenable at this time. "Dow Chemical has a long history of resiliency in responding to changing market conditions, and that resiliency continues," said Liveris, "but the world has changed significantly and we still do not see the bottom of this unprecedented demand destruction which only accelerated through the fourth quarter and brought December operating rates to historic lows. The Company's commitment to remain financially strong is part of the DNA of this 112-year old company." Dow previously announced a series of wide-ranging actions to address global economic conditions and is accelerating those actions based on continued deteriorating demand. "We are well-prepared to take the appropriate steps to ensure we retain our options and financial flexibility to see our way through what we anticipate will be an extremely challenging year," said Liveris.Meanwhile, speculation continues on whether Dow will find a new partner to take PIC's place in the K-Dow joint venture. Chemical Week is reporting that Saudi Basic Industries Corp. is in discussions with Dow. Stay tuned!