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See You Tuesday at Black Rock?
11:20 AM MST | January 26, 2009 | By ROB WESTERVELT
U.S. antitrust clearance, announced Friday, was the final condition needed before Dow Chemical is obligated to close its $18.8-billion acquisition of Rohm and Haas. Dow has two business days to close, according to terms of the agreement. "The closing shall take place at the offices of Wachtell, Lipton, Rosen & Katz (51 West 52nd Street, New York, New York) at 10:00 a.m., local time, on a date to be specified by the parties which shall be no later than the second business day after the satisfaction or waiver of the deal conditions," the deal agreement states. Wachtell’s offices are in New York’s CBS Building, also known as Black Rock.
R&H maintains that all conditions have been met and the clocking is ticking toward a Tuesday close.
There wouldn’t seem to be anything to discuss, at least from Rohm and Haas' perspective (Sorry about that global financial and industry meltdown, but a deal is a deal, right?). For Dow, a price that was full and more than fair when announced in July 2008 now seems untenable given current credit and market conditions.
Friday's joint statement by Dow and R&H bears close examination. “Rohm and Haas and Dow also stated that they are discussing the closing of the transaction contemplated by their pending merger agreement.” Hmm, What could they be discussing? A cab share on the way to Black Rock on Tuesday. Who's bringing breakfast? That would seem unlikely.
Dow must be pushing to "discuss"one or two matters: first, a delay to close that will allow it time to secure more stable financing. Second, a price reduction. The clock is ticking.