Hotchkis and Wiley Urges Closing of Dow Chemical Acquisition of Rohm and Haas on Contractual Terms

Hotchkis and Wiley Capital Management today announced the firm has contacted Rohm and Haas Company (NYSE:ROH) to express support for the closing of the acquisition of Rohm and Haas by The Dow Chemical Company (NYSE: DOW) under the contractual terms of a definitive agreement entered by Dow and Rohm and Haas on July 10, 2008.

A large shareholder of Rohm and Haas, Hotchkis and Wiley addressed CEO and chairman Rajiv Gupta in the following letter today:

    
      
        
           
        
      
      
        
          Mr. Rajiv L Gupta
        
      
      
        
          CEO and Chairman of the Board
        
      
      
        
          Rohm and Haas Company
        
      
      
        
          100 Independence Mall West
        
      
      
        
          Philadelphia, PA 19106
        
      
      
        
           
        
      
    
    

Dear Mr. Gupta,

We are writing to express Hotchkis and Wiley's support for your efforts to close the Dow Chemical transaction on its contractual terms. As a recent top ten shareholder of Dow Chemical and current large shareholder of Rohm and Haas, we are intimately familiar with the assets of both companies. Additionally, we have undertaken a thorough analysis of the merger agreement and Dow Chemical's ability to finance this transaction.

Regarding the merger agreement, our conclusion is that specific performance is warranted. We view the contract as strong and unlikely to be improved. It is our view that Dow Chemical should honor their commitment. However, in the event that the agreement continues to be breached, we want to affirm your resolve to seek specific performance along the original terms laid out in the contract. Any change to the original contract would merely expose shareholders of Rohm and Haas to unnecessary risks.

Dow has a variety of options available to honor the agreement on its original terms. These options include drawing down the bridge loan, divesting certain assets, obtaining long-term debt financing and issuing equity. While the current financial crisis has made financing terms less favorable than they have been in the past, options are nevertheless available. Any one or combination of these options would provide the capital needed to close the transaction.

The most obvious solution for Dow Chemical is to undertake an equity offering. This option has been available to Dow since the signing of the agreement and continues to be available today. We believe that the current uncertainty regarding the transaction has obscured the value of the combined entity. We have expressed to Dow Chemical our interest in participating in an equity offering to accommodate the transaction.

Hotchkis and Wiley has a 28 year history of investing in US equity markets. As of December 31, 2008, we managed $10.8 billion in client assets. We look forward to being of any help possible. Please contact me with any questions or follow up discussion.

    
      
        
           
        
      
      
        
          Sincerely,
        
      
      
        
          Stan Majcher
        
      
      
        
          Principal and Portfolio Manager
        
      
      
        
           
        
      
    
    

About Hotchkis and Wiley Capital Management

Established in 1980, Hotchkis and Wiley Capital Management employs a disciplined, value-oriented investment process in managing domestic equity assets for institutional and mutual fund investors. Based in Los Angeles, the firm is independently owned with a majority ownership interest held by its management and professional team. More information on Hotchkis and Wiley is available at www.hwcm.com.