Global Processing

Dow scrambling to keep $15 billion Rohm takeover alive

December 30, 2008

Dow Chemical is scrambling to keep its $15 billion takeover of rival Rohm & Haas alive after a surprise decision by the Kuwaiti government to scrap a joint venture with Dow, according to Reuters. The Kuwaiti decision deprived the U.S. group of about $9 billion in planned financing which it would have used for the Rohm deal, but unidentified people close to the situation claim that Dow could still tap a $13 billion bridge loan to pay for the takeover. The sources also said Dow was likely to try to renegotiate the price of the deal to reflect the recent drop in Rohm''s share price. Midland, Michigan-based Dow agreed in July to buy Rohm & Haas for $78 a share to broaden its specialty product offerings. The deal carries a termination fee of $750 million payable to Rohm & Haas. Shares of Dow Chemical and Rohm & Haas plunged more than 16 percent on Monday in reaction to Kuwait''s decision, reducing Rohm''s share price to $53.34. Dow, the largest U.S. chemical company, could be hurt even if it goes ahead with the Rohm & Haas purchase as it would be saddled with a large debt load from the deal. Analysts told Reuters Dow was now under pressure to renegotiate its bid for Rohm & Haas or, if possible, walk away from the deal. In the past, Dow has said it could close the Rohm & Haas deal without the funds from the Kuwaiti joint venture. Rohm & Haas said in a statement that completion of Dow''s joint venture was not a condition for the closing of the acquisition. It said it was working to complete the deal early in the year. Dow had planned to use part of the proceeds from the Kuwait joint venture to pay off a one-year, $13 billion bridge loan by a group of banks led by Citigroup, Merrill Lynch and Morgan Stanley. Kuwait said the decision to scrap the joint venture plan was due to the global financial crisis. Dow and other chemical companies are also struggling because of recession in most developed countries and a sharp slowdown in emerging economies. If the acquisition does fall through, it would join a long list of deals withdrawn in 2008 amid a lack of available credit and plunging stock markets, including BHP Billiton Ltd''s $66 billion offer for Rio Tinto Plc and Hexion''s $6.5 billion bid for chemicals firm Huntsman Corporation.