Georgia Gulf Releases Letter to Westlake; Says Offer Not Representing Appropriate Price

Georgia Gulf Corporation

today announced that it has sent a letter to Westlake Chemical Corporation

responding to Westlake's revised unsolicited proposal and to assertions made by Westlake. The text of the letter sent today from Paul D. Carrico, President and Chief Executive Officer of Georgia Gulf, to Albert Chao, President and Chief Executive Officer of Westlake, follows: “I am writing to reiterate the points I made during our conversations and in correspondence from earlier this week, in which I shared with you the reaction of the Georgia Gulf Board of Directors to the conversation you and I had on January 27th in which you indicated the possibility of increasing your proposal to $35 per share. “We take our fiduciary duties very seriously and will consider any bona fide acquisition proposal or other transaction that reflects the full and fair value of Georgia Gulf's current business and future prospects. However, it continues to be the unanimous view of the Board that $35 per share, which represents a discount to last night's closing price, is far from compelling and does not represent an appropriate price for us to discuss the sale of Georgia Gulf on a one-off basis. “As we have previously stated, we believe that Georgia Gulf is well positioned for value creation for its stockholders. We believe that the Company is at an inflection point in its key businesses, with a significant ability to leverage improving global PVC demand and access to comparatively low-cost U.S. shale gas. We also believe that these factors, combined with improving confidence about the U.S. construction market, are starting to become recognized with increasing multiples and equity prices in our industry, and that Georgia Gulf is positioned to significantly outperform going forward. In addition, with our highly integrated asset base and our access to export markets, we believe the Company can produce value in the near term substantially superior to recent trading prices for Georgia Gulf stock. “Contrary to your public statements that we have refused to come to the table to negotiate in good faith, we have consistently expressed willingness to engage in discussions and share sensitive business information with you to demonstrate our view of the underlying intrinsic value of Georgia Gulf. To engage in these discussions we have required that you enter into a confidentiality agreement and indicate a willingness to consider increasing your proposal to reflect Georgia Gulf's true intrinsic value. We believe that your and your advisors' indications that recent market prices have set the value that our Board should be willing to accept are illogical and continue to substantially undervalue Georgia Gulf. “Our Board has not in any way taken an ‘entrenched approach' as you have publicly claimed. As we have repeatedly made clear from the start of our discussions several months ago, we have not been seeking a standstill provision as part of our confidentiality agreement that would prevent you from either making a tender offer to Georgia Gulf stockholders nor timely making nominations to the Georgia Gulf Board and soliciting proxies for this year's annual meeting. Your statements that we have insisted on a standstill arrangement that would unreasonably restrain our stockholders' ability to timely consider your proposal are simply not true. Our Board has demonstrated a substantial willingness and flexibility to facilitate discussions with you and we strongly believe we proposed a confidentiality agreement that fairly responds to the interests of both of our companies. However, we are not willing to share confidential information with an industry competitor such as Westlake without a confidentiality agreement in place to protect Georgia Gulf's interests. “Your statement today that you do not intend to nominate director candidates for election at our annual meeting of stockholders in 2012 makes your unwillingness to enter into our proposed confidentiality agreement all the more perplexing. Indeed, it has been your continued entrenched approach on this point that prevents discussions from moving forward. We are forced to conclude by your actions that Westlake's only intention is to pay a value substantially below what we view as compelling and that Westlake is not genuinely interested in engaging in meaningful discussions.”