Axiall Board Unanimously Rejects Westlake Proposal, Issues Letter In Response

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Axiall Corporation ("Axiall" or the "Company," NYSE: AXLL) today confirmed that it has received notice from Westlake Chemical Corporation ("Westlake," NYSE: WLK) of its intent to nominate ten director candidates to stand for election to Axiall`s Board of Directors at the Company`s 2016 Annual Meeting of Stockholders, which has not yet been scheduled. In its notice, Westlake states that it believes that the election of its slate of directors "may increase the likelihood that Westlake Chemical`s proposal to acquire the Company would be successful." Axiall`s Board of Directors unanimously rejected Westlake`s unsolicited and conditional proposal to acquire all of the outstanding common shares of Axiall for a consideration of $20.00 per share in the form of $11.00 in cash and 0.1967 shares of Westlake stock. The Board believes that Westlake`s proposal is an opportunistic attempt to take advantage of challenging public equity market conditions and exploit trough conditions in chlor-alkali. Axiall issued the following statement: We believe that Westlake`s nomination of a slate of Board candidates is a clear attempt to force a sale of Axiall to Westlake at a price that significantly undervalues Axiall`s assets and its long-term prospects. Axiall`s share price has traded over $20 for more than 90% of the past three years, including just a few months ago. The Axiall Board and management team are committed to acting in the best interests of all Axiall stockholders. However, the Board questions the independence of Westlake`s slate and is concerned that, if elected to the Axiall Board, Westlake`s nominees would have inherent conflicts given Westlake`s focus on acquiring Axiall. The Axiall Board is composed of ten highly qualified directors, eight of whom are independent, and all of whom are elected annually. All of Axiall`s Board members are active, engaged and highly experienced professionals with diverse operations and management experience at the highest levels of both public and private companies. Axiall`s Board members bring significant and broad industry expertise across a range of disciplines that are critical to Axiall`s business, particularly in chemicals, and consumer and industrial products, including substantial hands on experience in the chlor-alkali businesses. Since 2012, Axiall has appointed five new directors, each of whom brings a fresh perspective to the Board. Axiall`s Board and management team are committed to taking the necessary actions to drive stockholder value creation. Under their leadership, Axiall has positioned itself for growth and increased profitability. Recent actions include: The divestiture of Axiall`s aromatics business in October 2015; A $100 million cost reduction and reliability improvements initiative expected to be completed by the end of 2016, 25% of which has been realized as of February 2016; Formed a joint venture to construct a 1 million metric ton/year ethane cracker, which is expected to operate in 2019, that will permit the Company to achieve substantial ethylene integration; and The sales process for the Building Products division, which is currently underway and is targeted for completion in mid-2016. Morgan Stanley & Co. LLC and Barclays are acting as financial advisors to Axiall and Jones Day and Weil, Gotshal & Manges LLP are acting as legal counsel.
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