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The Honolulu Advertiser
Posted on: Friday, July 11, 2008

Dow Chemical to buy Rohm and Haas for $15.3 billion

By Paul Davidson
USA Today

Dow Chemical, the venerable but stodgy chemical giant, scooped up some glitter yesterday, agreeing to buy Rohm and Haas for $15.3 billion to boost sales in more lucrative markets such as electronics and paints.

The deal is aimed at broadening Dow's product base to include more high-margin specialty chemicals so it can rely less on commodity offerings that are vulnerable to boom-and-bust cycles.

Dow CEO Andrew Liveris called the merger "game-changing," adding that Rohm and Haas "brings us access to new and exciting technologies."

The all-cash deal for $78 a share represents a 74 percent premium over Rohm's closing price Wednesday. Dow, the No. 1 U.S. chemical producer, also will assume $3.4 billion of Rohm's debt. Rohm stock soared 64 percent yesterday to close at $73.62. Dow shares closed down 4 percent at $32.52.

Warren Buffett's Berkshire Hathaway is investing $3 billion, and the Kuwait Investment Authority is adding $1 billion, both in convertible preferred securities. Citigroup, Merrill Lynch and Morgan Stanley are supplying $11.4 billion in loans. The deal is expected to close by early 2009.

About 50 percent of Dow's sales comes from commodities such as polyethylene and polypropylene, which are used to make plastics. Every few years, a buildup of production capacity drives down prices and crimps profits. Last year, Dow earned $2.9 billion, down from $3.7 billion in 2006.

Its products also have been socked by runaway energy costs as they use oil and gas as feed stocks. Dow in turn has raised its prices 50 percent since May.

Rohm and Haas, by contrast, makes more specialized products that are less vulnerable to price swings and are closer to consumers, such as coatings for flat-panel TVs and materials for electronics and computer chips.