PPG Industries Offers Prelim. Results of Exchange Offer, Says 72.1M Shares Tendered
PPG Industries (NYSE: PPG) today announced the preliminary results of its exchange offer for PPG common stock in connection with the previously announced separation of PPG's commodity chemicals business and the merger of Eagle Spinco Inc., the PPG subsidiary holding its commodity chemicals business, with a subsidiary of Georgia Gulf Corporation (NYSE: GGC). PPG intends to accept shares tendered in the exchange offer, subject to proration, and expects the closing of the merger to occur immediately thereafter later today, following the satisfaction of all closing conditions. Upon the completion of the merger, the combined company formed by uniting Georgia Gulf with PPG's commodity chemicals business will be named Axiall Corporation and will be traded on the New York Stock Exchange under the ticker symbol AXLL.
In the exchange offer, PPG shareholders had the option to exchange some, none or all of their shares of PPG common stock for shares of Eagle Spinco common stock, subject to proration. Following the closing of the merger, each share of Eagle Spinco common stock will automatically be converted into the right to receive one share of Georgia Gulf common stock. As a result, PPG shareholders who tendered their shares of PPG common stock as part of the exchange offer will own 3.2562 shares of Georgia Gulf common stock for each share of PPG common stock accepted for exchange.
Exchange Offer Results
Pursuant to the exchange offer, which expired today at 8:00 a.m., New York City time, and based on a preliminary count by the exchange agent, a total of 72,122,892 shares of PPG common stock were validly tendered and not properly withdrawn prior to the expiration of the exchange offer, including 34,973,611 shares tendered pursuant to guaranteed delivery procedures. The total number of shares tendered includes an estimated 583,043 shares of PPG common stock tendered by odd-lot shareholders not subject to proration. PPG will exchange a total of 10,825,227 shares of PPG common stock in the exchange offer.
Based on the total number of shares of PPG common stock reported to be tendered and not properly withdrawn prior to the expiration of the exchange offer, the exchange offer was oversubscribed by approximately 61,297,665 shares, including 34,973,611 shares tendered pursuant to guaranteed delivery procedures, resulting in a preliminary proration factor of approximately 14.32 percent.
PPG will not be able to determine the final proration factor until the delivery of shares of PPG common stock tendered by guaranteed delivery is completed at 5:00 p.m., New York City time, on Jan. 31, 2013. PPG will publicly announce the final proration factor, which may be different from today's preliminary estimate, as soon as it has been determined.
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