Pioneer (NASDAQ:PONR)
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From Dec 2019 to Dec 2024
Olin Corporation (NYSE: OLN) and Pioneer Companies, Inc. (Nasdaq:
PONR) announced today that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 for Olin's
acquisition of Pioneer has expired. The result of this expiration is
that a condition required to complete the merger contemplated by the
Agreement and Plan of Merger executed by Olin, Princeton Merger Corp., a
wholly owned subsidiary of Olin, and Pioneer on May 20, 2007 has been
satisfied.
Completion of the merger still remains subject to certain conditions,
including, among others, approval of the merger by the shareholders of
Pioneer.
COMPANY DESCRIPTIONS
Olin Corporation is a manufacturer concentrated in three business
segments: Chlor Alkali Products, Metals, and Winchester. Chlor Alkali
Products manufactures chlorine and caustic soda, sodium hydrosulfite,
hydrochloric acid, hydrogen, potassium hydroxide and bleach products.
Metals products include copper and copper alloy sheet, strip, foil, rod,
welded tube, fabricated parts, and stainless steel strip and aluminum
strip. Winchester products include sporting ammunition, reloading
components, small caliber military ammunition and components, and
industrial cartridges.
Pioneer Companies, Inc., based in Houston, manufactures chlorine,
caustic soda, bleach, hydrochloric acid and related products used in a
variety of applications, including water treatment, plastics, pulp and
paper, detergents, agricultural chemicals, pharmaceuticals and medical
disinfectants. Pioneer owns and operates four chlor-alkali plants and
several downstream manufacturing facilities in North America.
FORWARD-LOOKING STATEMENTS
This communication includes forward-looking statements. These statements
relate to analyses and other information that are based on management's
beliefs, certain assumptions made by management, forecasts of future
results, and current expectations, estimates and projections about the
markets and economy in which we and our various segments operate. The
statements contained in this communication that are not statements of
historical fact may include forward-looking statements that involve a
number of risks and uncertainties.
We have used the words "anticipate," "intend," "may," "expect,"
"believe," "should," "plan," "project," "estimate," and variations of
such words and similar expressions in this communication to identify
such forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions, which are difficult to predict and many of which are beyond
our control. Therefore, actual outcomes and results may differ
materially from those matters expressed or implied in such
forward-looking statements. We undertake no obligation to update
publicly any forward-looking statements, whether as a result of future
events, new information or otherwise.
The risks, uncertainties and assumptions involved in our forward-looking
statements, many of which are discussed in more detail in our filings
with the SEC, including our Annual Report on Form 10-K for the year
ended December 31, 2006, include, but are not limited to, the following:
the ability to obtain Pioneer shareholder approval;
the risk that the businesses will not be integrated successfully, or
will take longer than anticipated;
the risk that the expected cost savings will not be achieved or
unexpected costs will be incurred;
the risk that customer retention goals will not be met and that
disruptions from the transaction will harm relationships with
customers, employees and suppliers;
sensitivity to economic, business and market conditions in the United
States and overseas, including economic instability or a downturn in
the sectors served by us, such as automotive, electronics, coinage,
telecommunications, ammunition, housing, vinyls and pulp and paper and
the migration by United States customers to low-cost foreign locations;
the cyclical nature of our operating results, particularly declines in
average selling prices in the chlor alkali industry and the
supply/demand balance for our products, including the impact of excess
industry capacity or an imbalance in demand for our chlor alkali
products;
economic and industry downturns that result in diminished product
demand and excess manufacturing capacity in any of our segments and
that, in many cases, result in lower selling prices and profits;
the effects of any declines in global equity markets on asset values
and any declines in interest rates used to value the liabilities in
our pension plan;
costs and other expenditures in excess of those projected for
environmental investigation and remediation or other legal proceedings;
higher-than-expected raw material and energy or transportation and/or
logistics costs;
unexpected litigation outcomes;
the occurrence of unexpected manufacturing interruptions and outages,
including those occurring as a result of labor disruptions and
production hazards;
new regulations or public policy changes regarding the transportation
of hazardous chemicals and the security of chemical manufacturing
facilities; and
an increase in our indebtedness or higher-than-expected interest
rates, affecting our ability to generate sufficient cash flow for debt
service.
All of our forward-looking statements should be considered in light of
these factors. In addition, other risks and uncertainties not presently
known to us or that we consider immaterial could affect the accuracy of
our forward-looking statements.
IMPORTANT LEGAL INFORMATION
Pioneer has filed with the SEC a preliminary proxy statement and other
related documents regarding the proposed transaction described in this
communication. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THE
OTHER RELATED DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
PIONEER, THE PROPOSED TRANSACTION AND RELATED MATTERS. A definitive
proxy statement will be sent to security holders of Pioneer seeking
their approval of the proposed transaction. This communication is not a
solicitation of a proxy from any security holder of Pioneer. Investors
may obtain the proxy statement and the other related documents and other
documents filed with the SEC free of charge at the SEC’s
website, www.sec.gov. In addition, a
copy of the proxy statement may be obtained free of charge by directing
a request to Pioneer Corporate Office, 700 Louisiana Street, Suite 4300,
Houston Texas, 77002, (713) 570-3200 (phone), (713) 225-6475 (fax),
Attention: Gary Pittman.
Pioneer, its directors and executive officers and certain other persons
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Such persons may have interests in
the proposed transaction, including as a result of holding options or
shares of Pioneer stock. Olin Corporation may also be deemed a
participant in such solicitation by virtue of its execution of the
merger agreement. Information regarding Pioneer's directors and
executive officers is available in the proxy statement filed with the
SEC by Pioneer on April 19, 2007. Information regarding Olin’s
directors and executive officers is available in the proxy statement
filed with the SEC by Olin on March 2, 2007. Other information regarding
the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, are
contained in the preliminary proxy statement and other relevant
materials filed with the SEC by Pioneer.