공시 • Jun 18
Olin Corporation (NYSE:OLN) entered into a definitive agreement to acquire Huntsman Corporation (NYSE:HUN) in a merger of equals transaction for $2.5 billion.
Olin Corporation (NYSE:OLN) entered into a definitive agreement to acquire Huntsman Corporation (NYSE:HUN) in a merger of equals transaction for $2.5 billion on June 15, 2026. Under the terms of the agreement, Huntsman shareholders will receive 0.5476 shares in Olin for every one share of Huntsman. Upon completion of the transaction, Olin shareholders will own approximately 54.5% and Huntsman shareholders will own approximately 45.5% of the combined company. The combined organization, which will be renamed OlinHuntsman Corporation. The combined company will benefit from a highly experienced management team and Board of Directors, drawing from both organizations. Upon closing of the transaction, current Olin President and Chief Executive Officer, Ken Lane, will serve as Chief Executive Officer of OlinHuntsman. Current Chairman, President and Chief Executive Officer of Huntsman, Peter Huntsman, will serve as non-executive Chairman of OlinHuntsman's Board of Directors. Current Huntsman Executive Vice President and Chief Financial Officer, Phil Lister, will serve as the Chief Financial Officer of the combined company. OlinHuntsman's Board of Directors will consist of ten members, with equal representation from Olin and Huntsman, including Peter Huntsman and Ken Lane. To underscore the commitment to deliver on the identified synergies, Todd Slater, current Senior Vice President and Chief Financial Officer of Olin, will serve as Chief Integration Officer of OlinHuntsman, reporting to the Chief Executive Officer. A Strategic Integration Committee of OlinHuntsman's Board of Directors will oversee the integration and synergy realization. Upon closing of the transaction, OlinHuntsman will be headquartered in The Woodlands, Texas. In case of termination, Olin Corporation will pay $121 million and Huntsman Corporation will pay $121 million.
The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of Olin's shareholders and Huntsman's shareholders, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the effectiveness of a registration statement on Form S-4 and the approval of the Merger Consideration to be issued for listing on the NYSE at the Conversion Time. The deal has been unanimously approved by the board of directors of Olin Corporation and Huntsman Corporation. The transaction is expected to close in the first half of 2027. The transaction will create an enhanced scale and disciplined capital allocation drive shareholder value and highly accretive growth projects.
Lazard, Inc. acted as financial advisor and fairness opinion provider to Olin Corporation. The team of Cravath, Swaine & Moore LLP led by Robert I. Townsend III, Joseph D. Zavaglia, Jin-Kyu Baek, Lauren Angelilli, Arvind Ravichandran, Kelly M. Smercina, Eric W. Hilfers, Ryan J. Wichtowski, Carys J. Webb, Joyce Law, Brian M. Budnick, Lauren Piechocki, Annmarie M. Terraciano, Star S. Gulantand Jason Yung Liang, and Sidley Austin LLP acted as legal advisors to Olin Corporation. Citigroup Inc. acted as financial advisor and fairness opinion provider to Huntsman Corporation. Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider to Huntsman Corporation. The team of Kirkland & Ellis LLP led by Rachael Coffey, Brittney Scheier, Daniel Wolf, Caraline Higgins, Stephen Jacobson, Karsten Busby, Adam Kool, Anna Gleason, Ian John, Stephen Mohr, Jeffrey Ayer, Catherine Kordestani, Lauren Taylor, Ross Leff, Sarah Lipinski, Rachael Lichman, Layton Bell, Paul Tanaka, James Dolphin, Don Hong, Adelaide Daughtridge, Matt Moore, Daisy Darvall, Martin Schwertmann, Alex Clark, Christie Alcala, Brad Jorgensen, Nick Niles, Sam Kamyans, Brett Ackerman and Jennifer Sheehan acted as legal advisor to Huntsman Corporation. David Fox & Co. LLC acted as financial advisor to Huntsman Corporation.