OLIN Corp

Current report

The merger may not be completed on the currently anticipated timeline, or at all, and the Merger Agreement may be terminated in accordance with its terms.

Current report

Completion of the merger remains subject to the satisfaction or waiver of customary closing conditions, including approval by Olin shareholders and Huntsman stockholders, receipt of required regulatory approvals and the satisfaction of other conditions specified in the Merger Agreement.

Current report

There can be no assurance that all required conditions will be satisfied (or waived) on a timely basis or at all, or that the merger will be completed on the currently anticipated timeline. Delays in obtaining regulatory approvals, litigation relating to the transaction, the imposition of conditions, limitations, divestiture requirements or other remedies by governmental authorities, or the failure to satisfy other closing conditions could delay or prevent completion of the merger. In addition, the Merger Agreement may be terminated under specified circumstances, and Olin could be required to pay a termination fee of $121 million or reimburse certain expenses of Huntsman in an amount up to $30 million.

Current report

If the merger is delayed or not completed, Olin may not realize the anticipated strategic, operational and financial benefits of the transaction, including expected synergies and other efficiencies, and Olin’s business, financial condition, results of operations and cash flows could be adversely affected.

Current report

The pending merger may adversely affect Olin’s business, operations and financial results, and the anticipated benefits of the merger may not be realized.

Current report

The announcement and pendency of the merger may create uncertainty among employees, customers, suppliers and other business partners and may adversely affect Olin’s ability to attract, retain and motivate key personnel, maintain commercial relationships and execute its business strategy. In addition, management is required to devote significant time and resources to merger-related matters, including regulatory approval efforts and integration planning activities, which may divert attention from day-to-day operations and other strategic opportunities.

Current report

Olin has incurred and expects to continue to incur significant transaction, advisory, legal, accounting, consulting, regulatory, retention and integration planning costs, many of which will be incurred regardless of whether the merger is completed. Actual costs may exceed current estimates, and additional unanticipated costs may arise.

Current report

Further, the Merger Agreement contains customary covenants that restrict Olin’s ability to undertake certain actions without Huntsman’s consent prior to closing, which may limit operational flexibility and the ability to pursue certain business opportunities during the pendency of the transaction.

Current report

Even if the merger is completed, there can be no assurance that the anticipated strategic benefits, operational efficiencies, cost savings and other synergies expected from the transaction will be realized within the anticipated timeframe or at all. If the merger is delayed, not completed or the anticipated benefits of the transaction are not realized, Olin’s business, financial condition, results of operations and cash flows could be adversely affected.