March 27, 2015 — The Dow Chemical Company and Olin Corporation announced that they have entered into definitive agreements under which Dow will separate a significant portion of its chlorine value chain and merge that business with Olin in a tax-efficient Reverse Morris Trust transaction, valued at $5 billion. Cravath, Swaine & Moore LLP represented Olin in connection with this transaction.
The merger will result in Dow shareholders receiving 50.5 percent of the shares of Olin, with existing Olin shareholders owning 49.5 percent. The transaction is subject to approval by Olin shareholders and completion of customary closing conditions, including relevant tax authority rulings and regulatory approvals, and is expected to close by year-end 2015.
The Cravath team was led by partners Robert I. Townsend III and George F. Schoen and included associates Stephanie R. Gallina, Amanda R. Fenster and Andrew M. Wark (M&A); partner Jennifer S. Conway, senior attorney Jarrett R. Hoffman and associate Matthew J. Bobby (executive compensation and benefits); Of Counsel Michael L. Schler and associate Jonathan D. Grossman (tax); partner Matthew Morreale and senior attorney Annmarie M. Terraciano (environmental); practice area attorney Joyce Law (real estate); partner David J. Kappos and associates Nicholas A. Jackson and Christopher P. Davis (intellectual property); partners Michael S. Goldman and Paul H. Zumbro and associate C. Daniel Haaren (banking); and partner Joseph D. Zavaglia and associate Andrew C. Elken (securities). Adam J. Gross also worked on M&A matters.