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Georgia Gulf Corporation
GGC today announced that a favorable private
letter ruling has been received by PPG Industries
PPG from the U.S. Internal
Revenue Service with respect to the previously announced separation of PPG's
commodity chemicals business and subsequent merger of a newly formed company
owning the commodity chemicals business (“Splitco”) with a subsidiary of
Georgia Gulf Corporation. The receipt of the ruling is a closing condition and
an important milestone in moving towards completion of the transaction.
As previously disclosed, the Georgia Gulf Board of Directors has called a
special meeting to be held on January 10, 2013, for shareholders of record on
November 26, 2012, to approve the issuance of Georgia Gulf shares in the
proposed merger with PPG's commodity chemicals business and to approve other
matters described in the proxy statement dated December 6, 2012.
If approved by Georgia Gulf's shareholders at the special meeting, the merger
is expected to close in late January 2013.
The terms of the proposed transaction call for PPG to form a new company by
separating its commodity chemicals business through a spinoff or split off,
and then immediately thereafter merging that business with a Georgia Gulf
subsidiary in a Reverse Morris Trust transaction. The proposed merger would
result in PPG shareholders receiving approximately 50.5 percent of the shares
of the merged company (“The Newly Merged Company”), with existing Georgia Gulf
shareholders owning approximately 49.5 percent of The Newly Merged Company.
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