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PPG Industries
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
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withdrawn prior to the expiration of the exchange offer, including 34,973,611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tendered and not properly withdrawn prior to the expiration of the exchange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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