Pioneer (NASDAQ:PONR)
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Olin Corporation (NYSE: OLN) and Pioneer Companies, Inc. (Nasdaq:
PONR) announced today that they have reached a definitive agreement
under which Olin will acquire Pioneer, a leading producer of
chlor-alkali products. The proposed transaction, which has been approved
by the Board of Directors of both companies, calls for Olin to pay
$35.00 in cash for each outstanding share of Pioneer common stock.
Closing of the transaction is subject to customary conditions including
regulatory approvals and approval by Pioneer's shareholders. Olin
expects that the transaction will be completed in the second half of
2007.
“The combination of Olin’s
and Pioneer's businesses creates a Chlor-Alkali producer with
outstanding capabilities to serve the needs of customers across North
America” said Olin Chairman, President and
Chief Executive Officer Joseph D. Rupp. “This
is a desirable business that we know very well. Our ability to
meaningfully add value through synergies and best practices will benefit
our shareholders. The combined companies will have a more diversified
geographic footprint, a complementary bleach and HCL product mix and a
broader distribution network.”
Olin management believes that the acquisition will result in at least
$35 million of annual cost savings and will be immediately accretive to
Olin’s earnings per share. Cost savings will
be obtained through the optimization of logistics, purchasing,
manufacturing costs, and overhead.
On a combined basis, Olin’s and Pioneer's
Chlor-Alkali businesses generated revenue of more than $1.1 billion in
2006. “With this acquisition, we will become
the #3 player in Chlor-Alkali and the #1 player in industrial bleach in
North America. The acquisition provides an improved platform from which
to continue to grow our chemicals business,”
Rupp said.
Michael Y. McGovern, the Chairman, President and Chief Executive Officer
of Pioneer, commented, “We believe this
transaction is very positive for our shareholders and bondholders. We
also believe that it will be positive for most of our employees who will
join the combined company. Finally, as we have always strived to be a
customer-driven company, we believe that our customers will benefit from
this transaction since the combined company will be larger and will
provide more points of distribution for our customers.”
CONFERENCE CALL INFORMATION
Olin will host a conference call to discuss the proposed transaction
with securities analysts at 10:00 AM Eastern Time, on May 21, 2007. The
call will feature remarks by Joseph D. Rupp, Olin's Chairman, President
and Chief Executive Officer, John L. McIntosh, Olin’s
Vice President and President of Chlor-Alkali Products, and John E.
Fischer, Olin's Vice President and Chief Financial Officer. A slide
presentation that accompanies the call is available on our website, www.olin.com,
in the Investor section under Recent Press Releases and Speeches.
The call will be webcast live on our corporate website and will be
accessible under the Conference Call icon. Listeners should log on to
the website at least 5 minutes before the call. The call will also be
audio archived on the Olin website for future replay. You may choose to
listen to the conference call by dialing 800-810-0924 or 913-981-4900. A
replay of this conference call will be available beginning at 1:00 PM
(ET) today through midnight, Monday, June 4 by calling 888-203-1112 or
719-457-0820 (replay pass code: 7904260). A text of the prepared remarks
from the conference call will be available on the website in the
Investor section under Recent Press Releases and Speeches after the
conclusion of the call.
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 regulatory and 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;
the occurrence of unexpected manufacturing interruptions and outages,
including those occurring as a result of labor disruptions and
production hazards;
unexpected litigation outcomes; 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.
Pioneer intends to file with the SEC a 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 WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
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 will be able to obtain the
proxy statement and the other related documents (when they become
available) 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 (when it becomes available)
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, will
be contained in the proxy statement and other relevant materials to be
filed with the SEC when they become available.