SEC Disclosure Rules
Some of our comments today include statements about our expectations for the
future. Those expectations involve risks and uncertainties. Dow cannot guarantee
the accuracy of any forecasts or estimates, and we do not plan to update any
forward-looking statements if our expectations change. If you would like more
information on the risks involved in forward-looking statements, please see our
annual report and our SEC filings. In addition, some of our comments reference
non-GAAP financial measures. Where available, presentation of and reconciliation
to the most directly comparable GAAP financial measures and other associated
disclosures are provided on the Internet at www.dow.com/investors.
Important Notices and Additional Information
In connection with the proposed transaction, Splitco has filed a registration
statement on Form S-4/S-1 containing a prospectus and Olin has filed a proxy
statement on Schedule 14A and a registration statement on Form S-4 containing a
prospectus with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
REGISTRATION STATEMENTS/PROSPECTUSES AND PROXY STATEMENT AND ANY FURTHER
AMENDMENTS WHEN THEY BECOME AVAILABLE AS WELL AS ANY OTHER RELEVANT DOCUMENTS
WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PARTIES AND THE PROPOSED TRANSACTION. Investors and security holders may obtain
a free copy of the prospectuses and proxy statement (when available) and other
documents filed by TDCC, Splitco and Olin with the SEC at the SEC's web site at
http://www.sec.gov. Free copies of these documents and any further amendments,
once available, and each of the companies' other filings with the SEC may also
be obtained from the respective companies by directing a written request to Olin
at 190 Carondelet Plaza, Clayton, MO 63105. Attention: Investor Relations or
TDCC or Splitco at The Dow Chemical Company, 2030 Dow Center, Midland, Michigan
48674, Attention: Investor Relations.
This communication is not a solicitation of a proxy from any investor or
security holder. However, Olin, TDCC, and certain of their respective directors,
executive officers and other members of management and employees, may be deemed
to be participants in the solicitation of proxies from shareholders of Olin in
respect of the proposed transaction under the rules of the SEC. Information
regarding Olin's directors and executive officers is available in Olin's 2014
Annual Report on Form 10-K filed with the SEC on February 25, 2015, and in its
definitive proxy statement for its annual meeting of shareholders filed March 4,
2015. Information regarding TDCC's directors and executive officers is available
in TDCC's Annual Report on Form 10-K filed with the SEC on February 13, 2015,
and in its definitive proxy statement for its annual meeting of shareholders,
filed March 27, 2015, and a supplement to the proxy statement filed March 31,
2015. These documents can be obtained free of charge from the sources indicated
above. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings
or otherwise, is contained in the registration statements, prospectuses and
proxy statement and other relevant materials filed with the SEC.
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
(TM)Trademark of The Dow Chemical Company or an affiliated company of Dow.
"EBITDA" is defined as earnings (i.e., "Net Income") before interest, income
taxes, depreciation and amortization.
"Operating EBITDA" is defined as EBITDA excluding the impact of "Certain Items."
"Operating EPS" is defined as earnings per share excluding the impact of
"Certain Items."
"Operating Return on Capital" is on a trailing twelve month basis and defined
as "Adjusted Net Operating Profit After Tax divided by Average Total Capital."
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