Dow Chemical Co’s Chief Executive Andrew Liveris said deal premiums are funny things to write about, so we at DealZone had to take him up on it.

Dow agreed to buy Rohm and Haas for $15.3 billion, marking a 74 percent premium over Rohm and Haas’s closing stock price on Wednesday and a 24 premium over its all-time high set last year. Rohm and Haas’s stock surged 64 percent to close on Thursday at $73.62.

Deal premiums — the difference between the takeover price and the seller’s stock price the day before news of the deal hits — historically hover at around 20-25 percent in the United States, according to Dealogic.

Dow’s purchase of Rohm and Haas exceeds premiums on several valuation metrics. The all-cash deal values Rohm and Haas at 10.4 times EBITDA (earnings before interest, taxes, depreciation and amortization), well above the 6.7 multiple at which the chemical sector trades, Jefferies & Co analysts said.

Dow executives staunchly defended the price paid for Rohm and Haas, which they had been previously unavailable to buy since the Haas Family Group controlled a roughly 30-percent stake. The family recently decided to diversify its holdings, putting Rohm and Haas up for grabs.

“As you know, we have been carefully evaluating the marketplace for years and we believe that Rohm and Haas is our ideal match,” Liveris said. “There aren’t many jewels out there, this is one of them. The fact that it became available matched Dow’s strategy perfectly.”

As one analyst asked the company on a conference call: “Such a large premium — is that a reflection of the 30 percent Haas family stake? Or is that because Raj (Gupta, Rohm and Haas Chairman) is a good negotiator?”

Liveris defended the premium by saying “a one-day premium is a fascinating topic, which I hope in a week or two will be irrelevant because Rohm and Haas’ stock has dropped 16 percent during negotiations.”

“I think lots of funny things might be written about premiums. That doesn’t reflect the value of the combined enterprise….the one-day premium is a fascinating topic, but frankly it’s not the reason the deal happens or doesn’t happen,” Liveris said.

Forget book value or earnings growth potential. Often, people may overlook the touchy-feely aspects of a deal:

“While it’s hard to put a price on a company’s culture and people, this premium recognizes the fact that Rohm and Haas is a highly-coveted asset in terms of both of these critical attributes, as well as the quality and reputation of its businesses, brands, products, and technologies. As many of you are aware, until very recently this company was unavailable,” Dow’s Chief Financial Officer Geoffery Merszei said.

The premium may be high, but it’s not one for the record books. Among all U.S. deals above $5 billion, Rohm and Haas ranks as only the 26th largest premium ever, according to Thomson Reuters data.

The record premium paid? 204 percent. That was paid by RJ Reynolds Tobacco Holdings’ purchase of Nabisco Group Holdings in 2000, according to Thomson Reuters data.

Rohm and Haas had been a resistant takeover target for its nearly 100-year history. That is, until recently.

When the financial advisers for the Haas Family Group, which owns about 30 percent of the specialty chemicals company, suggested they diversify their holdings, Rohm and Haas finally went up for sale.

That put the $9 billion company up for grabs and allowed Dow Chemical Co to finally buy their sought-after “jewel.”

The $15.3 billion deal, which will help Dow broaden its product offerings in higher margin markets such as paints, coatings and electronic materials, came together in about three weeks, Dow executives said.

“As many of you are aware, until very recently this company was unavailable,” Dow’s Chief Financial Officer Geoffery Merszei said.

Some analysts questioned whether Dow — which paid a 74 percent premium over Rohm and Haas’s closing price on Wednesday and a 24 premium over its all-time high set last year — paid too much, too fast for an asset that may be losing value.

BB&T Capital Markets analyst Frank Mitsch said:

“We’ve been negative on ROH’s fundamentals for some time now, as its largest feedstock, propylene, has been on a tear (Dow is also short propylene) and its major end market, coatings has been under pressure. We were puzzled last November when ROH put forth some unrealistic growth expectations for 2010, and came to the only rational conclusion that the company was worried about a bid from Dow. Since that time, fundamentals deteriorated further, and given the very high premium being paid (11.3x 2008 EBITDA!), apparently ROH’s management (and the Haas family) felt it was time to sell.”

Still, Dow insists it got a jewel, not junk.

“This is a jewel. You remember me talking about jewels and junk? You remember me saying that we are going to wait for the jewel? There aren’t many jewels out there, this is one of them. The fact that it became available matched Dow’s strategy perfectly,” said Dow Chief Executive Andrew Liveris.

Could investors in Seattle-based Fisher Communications be getting a little restless? The small broadcasting company recently disclosed it had received an unsolicited takeover offer from an unnamed party, which it turned down saying it wasn’t in the best interests of its shareholders.

Soon after, FrontFour Capital, a large shareholder, made public a stiff letter it sent to the company, expressing disappointment at the board’s unwillingness to engage in talks with the potential buyer. FrontFour, a New York-based hedge fund, said Fisher shareholders have suffered a 30 percent loss in the value of their holdings, even as the company spent money on acquisitions that have added little value. Fisher shares are down 38 percent since their 52-week high of about $51.99 August.

FrontFour also threatened “potential courses of action,” such as calling a special shareholders’ meeting or running a proxy fight at next year’s annual meeting.

Activist investor Mario Gabelli, whose Gamco Investors is Fisher’s largest shareholder with about 19 percent of the stock, has publicly held off on commenting so far. But a Gabelli & Co research note also suggested that Fisher’s recent “disclosure of interest” may help put the company in play. Gabelli analyst Barry Lucas said the takeover offer of $43 to $45 a share, which values Fisher at about $384 million, was a “low-ball bid,” and estimated $60 a share to be a more reasonable price.

Fisher might have a pacifier in hand for investors, though. The company, which owns several television and radio stations in the Northwest, is likely to come into some money — Lucas estimated roughly $273 million, just short of its current $291 million market value — soon from the sale of some assets. In May, Fisher said it might put up Fisher Plaza, a piece of real estate in downtown Seattle, for sale. Fisher will also get a neat chunk of cash from the sale of its stake of Safeco, which is being bought by insurer Liberty Mutual. While Lucas said this windfall should pump up Fisher’s value, the company might choose to deploy the cash to pay a dividend or make another acquisition if it doesn’t want to be bought.

A source said Fisher’s board is going to meet in the next few weeks to figure out how to spend the cash. Investors will have to wait till then to see how they will be rewarded.

P.S. Read the back story of how Fisher came to own Safeco stock here.

(Photo courtesy of Fisher Communications website www.fsci.com)