
Company Website:
http://www.ppg.com
PITTSBURGH -- (Business Wire)
PPG Industries (NYSE: PPG) today announced the final proration factor of
14.986286 percent for its exchange offer of PPG common stock in
connection with the separation of PPG’s commodity chemicals business and
merger of Eagle Spinco Inc., the entity holding PPG’s former commodity
chemicals business, with a subsidiary of Georgia Gulf Corporation.
On Jan. 28, 2013, a subsidiary of Georgia Gulf Corporation merged with
and into Eagle Spinco, with Eagle Spinco surviving the merger. The
combined company formed by uniting Georgia Gulf with PPG’s former
commodity chemicals business is now named Axiall Corporation and is
traded on the New York Stock Exchange under the ticker symbol AXLL.
A total of 68,933,881 shares of PPG common stock were validly tendered
in the exchange offer, including 581,782 shares tendered by odd-lot
shareholders. Odd-lot shareholders were not subject to proration, and
their shares were fully accepted in the offer. All remaining validly
tendered shares of PPG common stock were accepted in the exchange on a
pro rata basis using the final proration factor. Shares of PPG common
stock that were validly tendered but not accepted for exchange will be
returned to tendering shareholders.
Under the terms of the exchange offer, 35,249,104 shares of Eagle Spinco
common stock were available for distribution in exchange for shares of
PPG common stock accepted in the offer. Following the merger, each share
of Eagle Spinco common stock automatically converted into the right to
receive one share of Axiall Corporation common stock. Accordingly, PPG
shareholders who tendered their shares of PPG common stock as part of
this offer received 3.2562 shares of Axiall Corporation common stock for
each share of PPG common stock accepted for exchange. PPG was able to
accept the maximum of 10,825,227 shares of PPG common stock for exchange
in the offer, or approximately 7 percent of its outstanding shares.
Whole shares of Axiall Corporation common stock in uncertificated form
will be received by PPG shareholders whose common stock was accepted in
the exchange. Under the terms of the exchange offer, fractional shares
of Axiall Corporation common stock will not be issued. Rather,
fractional shares will be aggregated and sold with the net cash proceeds
from the sale distributed to the respective tendering shareholders with
fractional interests.
PPG: BRINGING INNOVATION TO THE SURFACE.(TM)
PPG Industries' vision is to continue to be the world’s leading coatings
and specialty products company. Through leadership in innovation,
sustainability and color, PPG helps customers in industrial,
transportation, consumer products, and construction markets and
aftermarkets to enhance more surfaces in more ways than does any other
company. Founded in 1883, PPG has global headquarters in Pittsburgh and
operates in nearly 70 countries around the world. Sales in 2012 were
$15.2 billion. PPG shares are traded on the New York Stock Exchange
(symbol: PPG). For more information, visit www.ppg.com.
Forward-Looking Statements
Statements in this news release relating to matters that are not
historical facts are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 reflecting PPG
Industries’ current view with respect to future events or objectives and
financial or operational performance or results. These matters involve
risks and uncertainties as discussed in PPG Industries’ periodic reports
on Form 10-K and Form 10-Q, and its current reports on Form 8-K, filed
with the Securities and Exchange Commission (the “SEC”). Accordingly,
many factors could cause actual results to differ materially from the
company’s forward-looking statements. This news release also contains
statements about PPG Industries’ agreement to separate its commodity
chemicals business and merge it with a subsidiary of Axiall Corporation,
to create Axiall Corporation (the “Transaction”) and its offer to
exchange shares of PPG common stock for shares of Eagle Spinco Inc.
common stock (and ultimately shares of Axiall common stock). Many
factors could cause actual results to differ materially from the
company’s forward-looking statements with respect to the Transaction,
including risks relating to any unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses and future
prospects; business and management strategies for the management,
expansion and growth of Axiall Corporation’s operations; Axiall
Corporation’s ability to integrate PPG’s commodity chemicals business
successfully after the closing of the Transaction and to achieve
anticipated synergies; and the risk that disruptions from the
Transaction will harm PPG’s or Axiall Corporation’s business.
Consequently, while the list of factors presented here is considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted factors may
present significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third parties
and similar risks, any of which could have a material adverse effect on
PPG’s consolidated financial condition, results of operations or
liquidity. Forward-looking statements speak only as of the date of their
initial issuance, and PPG does not undertake any obligation to update or
revise publicly any forward-looking statement, whether as a result of
new information, future events or otherwise, except as otherwise
required by applicable law.
Bringing innovation to the surface is a trademark of PPG
Industries Ohio, Inc.
Contacts:
PPG Corporate Communications
Jeremy Neuhart, 412-434-3046
neuhart@ppg.com
Investors:
PPG
Investor Relations
Vince Morales, 412-434-3740
vmorales@ppg.com
Source: PPG Industries