Rohm and Haas versus Dow Chemical

Philadelphia - Rohm and Haas Co. is suing Dow Chemical Co. over its failure to complete a merger of the two companies. An action was filed against Dow at the Court of Chancery of the State of Delaware to enforce the agreement which the companied entered into on 10 July last year.

Under the merger agreement, Dow is required to close the transaction within two business days of receiving all regulatory approvals. The last of the required regulatory approvals to close the deal was received from the US Federal Trade Commission on 23 Jan.

According to Rohm and Haas, the trial is now scheduled to commence on 9 March, in Georgetown, Delaware, and is scheduled to be concluded that week

Dow had stated that it would not close the proposed acquisition on or before 27 Jan, citing "recent material developments have created unacceptable uncertainties on the funding and economics of the combined enterprise."

According to Dow,  this assessment is based on several macro-economic factors such as the continued crisis in global financial and credit markets combined with the sudden failure of Petrochemicals Industries Company of Kuwait (PIC) to complete the formation of the K-Dow joint venture in late December 2008.

"Our long term strategy remains unchanged and the proposed acquisition of Rohm and Haas is consistent with this strategy," said Andrew Liveris, chairman and CEO. Since Dow learned in late December of PIC's failure to close the K-Dow transaction, Dow has been aggressively engaged on multiple paths seeking ways to enable the Rohm and Haas transaction.

"Dow remains interested in discussions to find a solution to complete the acquisition of Rohm and Haas, but recent events have made closing untenable at this time."