2nd UPDATE: FTC OKs Dow, Rohm & Haas Deal, With Conditions

The U.S. Federal Trade Commission gave antitrust clearance Friday to Dow Chemical Co.'s (DOW) $18.8 billion acquisition of rival chemical manufacturer Rohm & Haas Co. (ROH), but required Dow to sell assets as a condition of government approval.

Under a settlement with the FTC, Dow agreed to sell its acrylic monomer, hollow sphere particle and acrylic latex polymer businesses.

Dow does not have to sell the assets until after the deal closes.

Dow also agreed to put procedures in place to ensure it doesn't have access to competitively sensitive non-public information regarding any businesses it acquires from Rohm & Haas.

Friday's FTC announcement puts pressure on Dow to close a deal that has been criticized as expensive and risky in the current economic climate.

The company has faced questions of whether it will be able to complete the Rohm & Haas deal after a major joint venture with Kuwaiti state-owned company Petrochemical Industries Inc. fell through. Dow had planned to use cash from the joint venture to finance the Rohm purchase.

Dow and Rohm issued a brief statement Friday afternoon saying they were "discussing the closing of the transaction contemplated by their pending merger agreement."

Spokespeople for Dow and Rohm did not return calls for comment.

The FTC said in a statement that Dow's concessions were necessary because the companies are direct and significant competitors in certain markets for acrylics and other industrial chemicals used to make coated paper products, paints and adhesives.

The settlement would ensure competition in those areas and keep consumers from seeing higher prices, the commission said.

The FTC said Dow has to sell the assets within 240 days from the acquisition date of Rohm, or within 240 days from when Friday's settlement is accepted for public comment, whichever comes later. If Dow does not sell the assets in that time, a commission-appointed trustee may do so, the FTC said.

The FTC initially said Dow had 180 days to sell the assets, but said later in the day that the company actually had 240 days.

-By Brent Kendall, Dow Jones Newswires; 202-862-9222; [e-mail]

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