US' Olin, Huntsman to merge into $12.5 bn chemicals giant

The combined organization, which will be renamed OlinHuntsman Corporation ("OlinHuntsman") following the close of the transaction, will benefit from enhanced scale, scope and expanded chlorine optionality, enabling it to create value across markets and cycles. The vertical integration of Olin and Huntsman's highly complementary upstream and downstream businesses brings together cost-advantaged North American assets and feedstocks with differentiated formulations and high-value advanced materials. From its global manufacturing platform, OlinHuntsman will deliver to diverse and growing end markets including automotive, construction and infrastructure, and industrial applications. OlinHuntsman will have a structurally lower cost position and an expanded ability to convert advantaged Electrochemical Units production into downstream materials, unlocking more opportunities to grow.

"This combination provides a compelling opportunity for Olin and Huntsman to create a more resilient and value-focused chemicals company anchored in North America," said Ken Lane, President and Chief Executive Officer of Olin. "Huntsman has built an impressive portfolio of polyurethane systems, formulation technologies and advanced materials serving technical, application-driven end markets. By integrating those capabilities with Olin's world-scale chemicals assets and operations and identified synergies and benefits, we will create an industry leader with greater flexibility to serve customers across the value chain, generate stronger cash flow across the cycle and pursue opportunities that neither business could fully capture on its own. I'm excited by the opportunity to lead OlinHuntsman and deliver long-term value for our shareholders, customers, employees and communities."

"As our industry continues to globalize, we compete more today against countries, than companies, trade policies and global supply chains than ever before," said Peter Huntsman, Chairman, President and Chief Executive Officer of Huntsman. "The opportunities this merger creates enable us to generate greater value for our shareholders, deliver exceptional service and products for our customers and provide greater stability and opportunities for our associates. This merger of equals takes two great companies and creates a much stronger global leader."

Strategic and Financial Rationale

• Creates a $12B+ North American Chemicals Leader: Together Olin and Huntsman would have 2025 revenue of approximately $12.5 billion on a combined company basis. Complementary portfolios and enhanced geographic footprint, including a significant presence in the U.S. Gulf Coast, will position OlinHuntsman to capitalize on regional sector dynamics. This, along with its presence in Europe and Asia, will enable it to better serve customers across key markets. Olin's ammunition business, Winchester, will continue to operate as a key business within the combined company, growing its industry-leading brand and deepening its long-term relationships with sporting, law enforcement and military customers.
• Vertical Integration Improves Cost Position: The transaction will combine Olin's manufacturing and feedstock capabilities, including chlorine and caustic soda, with Huntsman's downstream products and formulation expertise. This platform will enable OlinHuntsman to grow with customers at multiple points in the value chain, utilize lower-cost producer economics to drive value globally and improve margins and cash flow through a more efficient operating model.
• $400M+ Cost Synergies and Integration Benefits: Olin and Huntsman have identified more than $300 million of cost synergies and integration benefits, with the vast majority realized within 24 months and all expected by the end of year three. These synergies will be driven by purchasing and raw material integration, optimization of operations and SG&A savings. The companies have also identified an additional $100 million of raw material integration benefits starting in 2031. In addition to the $400M+ synergies, OlinHuntsman expects to realize approximately $125 million of cash tax benefits through the acceleration of Net Operating Losses.
• Enhanced Scale and Disciplined Capital Allocation Drive Shareholder Value: The all-stock merger of equals structure will preserve balance sheet strength, and the combination is expected to improve earnings and cash flow generation through the cycle. OlinHuntsman will prioritize disciplined capital allocation focused on deploying maintenance capital to support safe and reliable operations, a stable dividend policy, near-term deleveraging and the deployment of future excess cash toward shareholder returns and high-return organic and inorganic growth projects.

Leadership, Governance and Headquarters

The combined company will benefit from a highly experienced management team and Board of Directors, drawing from both organizations. Upon closing of the transaction, current Olin President and Chief Executive Officer, Ken Lane, will serve as Chief Executive Officer of OlinHuntsman. Current Chairman, President and Chief Executive Officer of Huntsman, Peter Huntsman, will serve as non-executive Chairman of OlinHuntsman's Board of Directors. Current Huntsman Executive Vice President and Chief Financial Officer, Phil Lister, will serve as the Chief Financial Officer of the combined company.

OlinHuntsman's Board of Directors will consist of ten members, with equal representation from Olin and Huntsman, including Peter Huntsman and Ken Lane.

To underscore the commitment to deliver on the identified synergies, Todd Slater, current Senior Vice President and Chief Financial Officer of Olin, will serve as Chief Integration Officer of OlinHuntsman, reporting to the Chief Executive Officer. A Strategic Integration Committee of OlinHuntsman's Board of Directors will oversee the integration and synergy realization.

Upon closing of the transaction, OlinHuntsman will be headquartered in The Woodlands, Texas.

Transaction Details

Under the terms of the agreement, Huntsman shareholders will receive 0.5476 shares in Olin for every one (1) share of Huntsman. Upon completion of the transaction, Olin shareholders will own approximately 54.5% and Huntsman shareholders will own approximately 45.5% of the combined company.

Peter Huntsman further stated, "Ken and I agreed to use an at-the-market exchange ratio using volume-weighted average prices over the trailing 30 days, measured as of the close of June 12, 2026. This delivers a premium to Huntsman's shareholders relative to the historical averages while reflecting current market conditions. It is also equitable for Olin's shareholders, smoothing out share price movements from last week's trading. Looking ahead, our shared focus is on capturing the significant long-term value this transaction creates for both sets of shareholders."

The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first half of 2027, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of Olin's shareholders and Huntsman's shareholders.

Advisors

Lazard is serving as financial advisor to Olin, and Cravath, Swaine & Moore LLP and Sidley Austin LLP are serving as legal counsel.

Citi and Morgan Stanley & Co. LLC are acting as financial advisors to Huntsman and Kirkland & Ellis LLP is serving as legal counsel. David Fox & Co. LLC acted as advisor to Huntsman.

Note: The headline, insights, and image of this press release may have been refined by the ALCHEMPro staff; the rest of the content remains unchanged.

ALCHEMPro News Desk (JP)