Dow Chemical Co and Rohm and Haas Co reached a settlement yesterday in their dispute over Dow’s more than $15 billion takeover of Rohm and Haas — a deal that, in its original form, Dow had argued could bring the company to its knees.
But the settlement didn’t move the needle much. Dow still plans to pay out $78 a share for every Rohm and Haas share, plus a penalty of nearly a dollar share for closing the deal late. But instead of being an entirely cash deal, Dow will pay up to $3 billion of the total deal value in preferred shares to Rohm and Haas’ largest shareholders.
One investor waiting at the trial said that if the law suit had been a boxing match, the result would have been a first round knockout by Rohm and Haas. So what happened?
Perhaps Dow was worried about the merits of its case, lawyers said.
“It sure doesn’t attach a lot of value to the underlying case when you’re left with the same deal you had before,” said Lawrence Hamermesh, a professor at Widener Law in Delaware.
Joel Greenberg, co-chair of Kaye Scholer’s corporate and finance department agreed.
“I don’t think (Dow) had anything really,” he said. ”You look at the merger agreement and what we know about Delaware case law, and Dow was in a pretty tough position.”
Still, he said the company managed to squeeze some extra liquidity for itself through the settlement, and maybe that alone makes going through the motions on litigation worthwhile.
“They may have just bluffed, and when the bluff failed gone back to the table and gotten what they could,” Hamermesh said.